Common use of SALE AND PURCHASE OF ELIGIBLE LOANS Clause in Contracts

SALE AND PURCHASE OF ELIGIBLE LOANS. The Seller hereby sells, transfers and assigns unto the Purchaser and the Purchaser hereby purchases from the Seller, all of the Seller’s beneficial ownership of and right, title and interest to the Loans described in Annex A hereto (the “Purchased Loans”), together with all Collections thereon on and after the Cut-Off Date, and their Related Security (excluding registered title or recorded title) (collectively the “Purchased Assets”), on a fully serviced basis, on the terms and subject to the conditions set out in the Mortgage Sale Agreement. Without limiting the foregoing, the Seller hereby sells, transfers and assigns unto the Purchaser and the Purchaser hereby purchases from the Seller, the universality of all present and future claims and rights of action arising from and consisting of all of the Seller’s ownership of and right, title and interest to all Eligible Loans of the Seller described in Annex A hereto and which (i) are repayable by a Borrower resident in the Province of Québec, (ii) are subject to loan documentation which requires that payments of interest or principal in respect thereof be made at a location or an account situated or maintained in the Province of Québec, or (iii) are secured by a Mortgage against immovable property situated in the Province of Québec, (collectively, the “Québec Purchased Claims”) together with all Collections thereon on and after the Cut-Off Date, and all Related Security (collectively, the “Québec Purchased Assets”). For greater certainty, all references herein to the Purchased Loans shall be deemed to include the Québec Purchased Claims and all references to the Purchased Assets shall be deemed to include the Québec Purchased Assets.

SALE AND PURCHASE OF ELIGIBLE LOANS. The Seller hereby sells, transfers and assigns unto the Purchaser and the Purchaser hereby purchases from the Seller, all of the Seller’s beneficial ownership of and right, title and interest to the Loans described in Annex A hereto (the “Purchased Loans”), together with all Collections thereon on and after the Cut-Off Date, and their Related Security (excluding registered title or recorded title) (collectively the “Purchased Assets”), on a fully serviced basis, on the terms and subject to the conditions set out in the Mortgage Sale Agreement. Without limiting the foregoing, the Seller hereby sells, transfers and assigns unto the Purchaser and the Purchaser hereby purchases from the Seller, the universality of all present and future claims and rights of action arising from and consisting of all of the Seller’s ownership of and right, title and interest to all Eligible Loans of the Seller described in Annex A B hereto and which (i) are repayable by a Borrower resident in the Province of Québec, (ii) are subject to loan documentation which requires that payments of interest or principal in respect thereof be made at a location or an account situated or maintained in the Province of Québec, or (iii) are secured by a Mortgage against immovable property situated in the Province of Québec, (collectively, the “Québec Purchased Claims”) together with all Collections thereon on and after the Cut-Off Date, and all Related Security (collectively, the “Québec Purchased Assets”). For greater certainty, all references herein to the Purchased Loans shall be deemed to include the Québec Purchased Claims and all references to the Purchased Assets shall be deemed to include the Québec Purchased Assets.

SALE AND PURCHASE OF ELIGIBLE LOANS. The Seller hereby sells, transfers and assigns unto the Purchaser and the Purchaser hereby purchases from the Seller, all of the Seller’s beneficial ownership of and right, title and interest to the Loans described in Annex A hereto (the “Purchased Loans”), together with all Collections thereon on and after the Cut-Off Date, and their Related Security (excluding registered title or recorded title) (collectively the “Purchased Assets”), on a fully serviced basis, on the terms and subject to the conditions set out in the Mortgage Sale Agreement. Without limiting the foregoing, the Seller hereby sells, transfers and assigns unto the Purchaser and the Purchaser hereby purchases from the Seller, the universality of all present and future claims and rights of action arising from and consisting of all of the Seller’s ownership of and right, title and interest to all Eligible Loans of the Seller described in Annex A B hereto and which (i) are repayable by a Borrower resident in the Province of Québec, (ii) are subject to loan documentation which requires that payments of interest or principal in respect thereof be made at a location or an account situated or maintained in the Province of Québec, or (iii) are secured by MT DOCS 14908750v9 5 Mortgage Sale Agreement a Mortgage against immovable property situated in the Province of Québec, (collectively, the “Québec Purchased Claims”) together with all Collections thereon on and after the Cut-Off Date, and all Related Security (collectively, the “Québec Purchased Assets”). For greater certainty, all references herein to the Purchased Loans shall be deemed to include the Québec Purchased Claims and all references to the Purchased Assets shall be deemed to include the Québec Purchased Assets.