Common use of Additional Ownership Interests Clause in Contracts

Additional Ownership Interests. (1) Subject to Section 2.6(2), the Invested Amount of the Series 2019-1 Ownership Interest may be increased upon the purchase by the Series 2019-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests in order to facilitate the reduction or substitution of the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2019-1 Ownership Interest. (2) Each Transfer of Additional Ownership Interests in relation to the Series 2019- 1 Ownership Interest will be subject to satisfaction of the following conditions: (a) the Rating Agency Condition; (b) the Seller shall have delivered to the Series 2019-1 Co-Owner, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believe that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of distributions to be made in respect of Ownership Interests of any Series or Class; (c) the then existing ratio of the aggregate outstanding principal balances of each Class of Series 2019-1 Notes to each more junior ranking Class of Series 2019-1 Notes shall be maintained or decreased; and (d) if the Transfer is being made concurrently with, or as part of a series of transactions in furtherance of, a reduction in the Enhancement Amount pursuant to Section 4.2, the conditions relating to such reduction pursuant to Section 4.2 shall have been satisfied. (3) Upon the Transfer of an Additional Ownership Interest in relation to the Series 2019-1 Ownership Interest, the Unadjusted Invested Amount of the Series 2019-1 Ownership Interest will be increased by the stated dollar amount of the Additional Ownership Interest. (4) The purchase price paid in respect of an Additional Ownership Interest shall be paid to the Seller in such proportions as shall be specified in a written direction of the Seller to the Series 2019-1 Co-Owner.

Additional Ownership Interests. (1) Subject So long as the Amortization Period has not commenced, the Seller may deliver a notice, substantially in the form of Exhibit D, to Section 2.6(2), the Series 1997-1 Co-Owner requesting that the Series 1997-1 Co-Owner purchase an Additional Ownership Interest which would result in the Invested Amount of the Series 20191997-1 Ownership Interest may be being increased upon the purchase by the Series 2019-1 Co-Owner and Transfer by the Seller or the Co-Owners amount of other Series of one or more such Additional Ownership Interests Interest on the Business Day set out in order such notice (which shall be no earlier than: (a) if such notice is delivered prior to facilitate 12:00 p.m. (Toronto time), the reduction day such notice is delivered, and (b) if such notice is delivered on or substitution of after 12:00 p.m. (Toronto time), the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 2019-1 Ownership Interestimmediately following Business Day). (2) Each Transfer Upon receipt of Additional Ownership Interests the notice specified in relation to Section 2.6(1), the Series 2019- 1997-1 Ownership Interest will be Co- Owner agrees, subject to satisfaction of the following conditions: (aconditions set out in Section 2.6(3), to effect the purchase referred to in Section 2.6(1) on the Rating Agency Condition; (b) Business Day set out in such notice by paying to the Seller shall have delivered an amount equal to the requested increase in the Invested Amount of the Series 20191997-1 Co-OwnerOwnership Interest on such Business Day by utilizing the proceeds from the issuance of Commercial Paper. Upon receipt of such amount by the Seller, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believe that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of distributions to be made in respect of Ownership Interests of any Series or Class; (c) the then existing ratio of the aggregate outstanding principal balances of each Class of Series 2019-1 Notes to each more junior ranking Class of Series 2019-1 Notes shall be maintained or decreased; and (d) if the Transfer is being made concurrently with, or as part of a series of transactions in furtherance of, a reduction in the Enhancement Amount pursuant to Section 4.2, the conditions relating to such reduction pursuant to Section 4.2 shall have been satisfied. (3) Upon the Transfer of an Additional Ownership Interest shall automatically and without further action be created in relation accordance with, and pursuant to, the Pooling and Servicing Agreement, as supplemented by this Agreement, and the Seller shall automatically and without further action be deemed to have Transferred to the Series 20191997-1 Co- Owner on a fully serviced basis an Additional Ownership Interest which will form part of the Series 1997-1 Ownership Interest, Interest and the Unadjusted Invested Amount of the Series 20191997-1 Ownership Interest will shall be increased by the stated dollar amount of the Additional Ownership Interest. Interest (4as contemplated by Section 3.3(4) of the Pooling and Servicing Agreement). The purchase price paid in respect of an Additional Ownership Interest shall be paid to the Seller in such proportions as shall be specified in a written direction of the Seller to the Series 20191997-1 Co- Owner. The Seller and the Series 1997-1 Co-Owner acknowledge and agree that the payment of the purchase price in respect of the Additional Ownership Interest by the Series 1997-1 Co- Owner to the Seller shall constitute full consideration for the creation and Transfer of the Additional Ownership Interest from the Seller to the Series 1997-1 Co-Owner. (3) Each Transfer of Additional Ownership Interests in relation to the Series 1997-1 Ownership Interest will be subject to satisfaction of the following conditions: (a) no Amortization Event, or event which with the giving of notice or lapse of time or both would result in the occurrence of an Amortization Event, has occurred and the purchase of the Additional Ownership Interest will not result in the occurrence of an Amortization Event or event which with the giving of notice or lapse of time or both would result in the occurrence of an Amortization Event; (b) no Event of Default, or event which with the giving of notice or lapse of time or both would result in the occurrence of an Event of Default, has occurred and the purchase of the Additional Ownership Interest will not result in the occurrence of an Event of Default or event which with the giving of notice or lapse of time or both would result in the occurrence of an Event of Default; and (c) immediately after giving effect to the purchase of the Additional Ownership Interest, the Pool Balance will not be less than the Required Pool Amount.

Additional Ownership Interests. (1) Subject to Section 2.6(2)) and without limiting Section 3.3 of the Pooling and Servicing Agreement, the Invested Amount of the Series 20192020-1 Ownership Interest may be increased upon the purchase by the Series 20192020-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests in order to to, facilitate the reduction or substitution of the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 20192020-1 Ownership Interest. (2) Each Transfer of Additional Ownership Interests in relation to the Series 2019- 2020-1 Ownership Interest will be subject to satisfaction of the following conditions: (a) the Rating Agency Condition; (b) the Seller shall have delivered to the Series 20192020-1 Co-Owner, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believe that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of distributions to be made in respect of Ownership Interests of any Series or Class; (c) the then existing ratio of the aggregate outstanding principal balances of each Class of Series 20192020-1 Notes to each more junior ranking Class of Series 20192020-1 Notes shall be maintained or decreased; and (d) if the Transfer is being made concurrently with, or as part of a series of transactions in furtherance of, a reduction in the Enhancement Amount pursuant to Section 4.2, the conditions relating to such reduction pursuant to Section 4.2 shall have been satisfied. (3) Upon the Transfer of an Additional Ownership Interest in relation to the Series 20192020-1 Ownership Interest, the Unadjusted Invested Amount of the Series 20192020-1 Ownership Interest will be increased by the stated dollar amount of the Additional Ownership Interest. (4) The purchase price paid in respect of an Additional Ownership Interest shall be paid to the Seller in such proportions as shall be specified in a written direction of the Seller to the Series 20192020-1 Co-Owner.

Additional Ownership Interests. (1) Subject to Section 2.6(2)) and without limiting Section 3.3 of the Pooling and Servicing Agreement, the Invested Amount of the Series 20192023-1 Ownership Interest may be increased upon the purchase by the Series 20192023-1 Co-Owner and Transfer by the Seller or the Co-Owners of other Series of one or more Additional Ownership Interests in order to to, facilitate the reduction or substitution of the Enhancement Amount as provided in Section 4.2; provided that any amendment to this Agreement to give effect to such increase must not modify the Principal Terms of the Series 20192023-1 Ownership Interest. (2) Each Transfer of Additional Ownership Interests in relation to the Series 2019- 2023-1 Ownership Interest will be subject to satisfaction of the following conditions: (a) the Rating Agency Condition; (b) the Seller shall have delivered to the Series 20192023-1 Co-Owner, the Custodian and any Entitled Party one or more Officer’s Certificates stating that the Seller believe that such Transfer shall not result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of distributions to be made in respect of Ownership Interests of any Series or Class; (c) the then existing ratio of the aggregate outstanding principal balances of each Class of Series 20192023-1 Notes to each more junior ranking Class of Series 20192023-1 Notes shall be maintained or decreased; and (d) if the Transfer is being made concurrently with, or as part of a series of transactions in furtherance of, a reduction in the Enhancement Amount pursuant to Section 4.2, the conditions relating to such reduction pursuant to Section 4.2 shall have been satisfied. (3) Upon the Transfer of an Additional Ownership Interest in relation to the Series 20192023-1 Ownership Interest, the Unadjusted Invested Amount of the Series 20192023-1 Ownership Interest will be increased by the stated dollar amount of the Additional Ownership Interest. (4) The purchase price paid in respect of an Additional Ownership Interest shall be paid to the Seller in such proportions as shall be specified in a written direction of the Seller to the Series 20192023-1 Co-Owner.