Common use of Sale of Selected Loans Following a Breach of the Pre-Maturity Test Clause in Contracts

Sale of Selected Loans Following a Breach of the Pre-Maturity Test. (1) Following a breach of the Pre-Maturity Test in respect of a Series of Hard Bullet Covered Bonds, and unless the Pre-Maturity Liquidity Ledger is otherwise funded from other sources pursuant to subsections (a) through (c) below, the Partnership shall sell Selected Loans to Purchasers in accordance with Schedule 9, subject to: (a) any right of pre-emption of the Seller pursuant to the terms of the Mortgage Sale Agreement; (b) a Capital Contribution in Kind made by one or more of the Partners (as recorded in the Capital Account Ledger for such Partners) of Pre-Maturity Liquidity Eligible Assets in accordance with this Agreement with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger); or (c) Cash Capital Contributions made by one or more of the Partners (as recorded in the Capital Account Ledger for each applicable Partner) or proceeds advanced under the Intercompany Loan Agreement which have not been applied to acquire further Loans and their Related Security or otherwise applied in accordance with this Agreement and/or the other Transaction Documents with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger). (2) If the Pre-Maturity Test in respect of any Series of Hard Bullet Covered Bonds is breached less than six months prior to the Final Maturity Date of that Series of Hard Bullet Covered Bonds, an Issuer Event of Default will occur if the Partnership has not taken the required action as described in Section 7.2(1) within the earlier to occur of (i) 10 Canadian Business Days from the date that the Issuer is notified of the breach of the Pre-Maturity Test and (ii) the Final Maturity Date of that Series of Hard Bullet Covered Bonds. (3) To cure a Pre-Maturity Test breach within the period described in (2) above, the Pre- Maturity Liquidity Ledger shall be funded so that by the end of such period, there will be an amount equal to the Pre-Maturity Liquidity Required Amount standing to the credit of the Pre-Maturity Liquidity Ledger. (4) The proceeds of sale of Selected Loans in accordance with this Section 7.2 shall be credited to the GDA Account with a corresponding credit to the Pre-Maturity Liquidity Ledger. (5) In certain circumstances, Revenue Receipts will also be available to repay a Hard Bullet Covered Bond in accordance with Schedule 5. (6) Failure by the Issuer to pay the full amount due in respect of a Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, subject to applicable cure periods, will constitute an Issuer Event of Default. (7) If the Issuer and/or the Partnership fully repay the relevant Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, cash standing to the credit of the Pre-Maturity Liquidity Ledger on the GDA Account will be applied by the Partnership in accordance with the Pre-Acceleration Principal Priority of Payments, unless: (a) the Issuer is failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, in which case the cash will remain on the Pre-Maturity Liquidity Ledger in order to provide liquidity for that other Series of Hard Bullet Covered Bonds; or (b) the Issuer is not failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, but the Cash Manager elects to retain the cash on the Pre-Maturity Liquidity Ledger in order to provide liquidity for any future Series of Hard Bullet Covered Bonds.

Sale of Selected Loans Following a Breach of the Pre-Maturity Test. (1) Following a breach of the Pre-Maturity Test in respect of a Series of Hard Bullet Covered Bonds, and unless the Pre-Maturity Liquidity Ledger is otherwise funded from other sources pursuant to subsections (a) through or (cb) below, the Partnership shall sell Selected Loans to Purchasers in accordance with Schedule 9, subject to: (a) any right of pre-emption of the Seller pursuant to the terms of the Mortgage Sale Agreement; (b) a Capital Contribution in Kind made by one or more of the Partners (as recorded in the Capital Account Ledger for such Partners) of Pre-Maturity Liquidity Eligible Assets in accordance with this Agreement with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger); or (cb) Cash Capital Contributions made by one or more of the Partners (as recorded in the Capital Account Ledger for each applicable Partner) or proceeds advanced under the Intercompany Loan Agreement which have not been applied to acquire further Loans and their Related Security or otherwise applied in accordance with this Agreement and/or the other Transaction Documents with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger), the Partnership shall sell Selected Loans in accordance with Schedule 9, subject to any right of pre-emption of the Seller pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable. (2) If the Pre-Maturity Test in respect of any Series of Hard Bullet Covered Bonds is breached less than six months prior to the Final Maturity Date of that Series of Hard Bullet Covered Bonds, an Issuer Event of Default will occur if the Partnership has not taken the required action as described in Section 7.2(1(1) within above before the earlier to occur of (i) the date that is 10 Canadian Toronto Business Days from the date that the Issuer is notified of the breach of the Pre-Maturity Test and (ii) the Final Maturity Date of that Series of Hard Bullet Covered Bonds. (3) To cure a Pre-Maturity Test breach within the period described in (2) above, the Pre- Maturity Liquidity Ledger shall be funded so that by the end of such period, there will be an amount equal to the Pre-Maturity Liquidity Required Amount standing to the credit of the Pre-Maturity Liquidity Ledger. (4) The proceeds of the sale of Selected Loans in accordance with this Section 7.2 shall be credited to the GDA Account with a corresponding credit to the Pre-Maturity Liquidity Ledger. (5) In certain circumstances, Revenue Receipts will also be available to repay a Hard Bullet Covered Bond in accordance with Schedule 5. (6) Failure by the Issuer to pay the full amount due in respect of a Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, subject to applicable cure periods, will constitute an Issuer Event of Default. (7) If the Issuer and/or the Partnership fully repay the relevant Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, cash standing to the credit of the Pre-Maturity Liquidity Ledger on the GDA Account will be applied by the Partnership in accordance with the Pre-Acceleration Principal Priority of Payments, unless: (a) the Issuer is failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, in which case the cash will remain on the Pre-Maturity Liquidity Ledger in order to provide liquidity for that other Series of Hard Bullet Covered Bonds; or (b) the Issuer is not failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, but the Cash Manager elects to retain the cash on the Pre-Maturity Liquidity Ledger in order to provide liquidity for any future Series of Hard Bullet Covered Bonds.

Sale of Selected Loans Following a Breach of the Pre-Maturity Test. (1) Following a breach of the Pre-Maturity Test in respect of a Series of Hard Bullet Covered Bonds, and unless the Pre-Maturity Liquidity Ledger is otherwise funded from other sources pursuant to subsections (a) through (c) below, the Partnership shall sell Selected Loans to Purchasers in accordance with Schedule 9, subject to: (a) any right of pre-emption of the Seller pursuant to the terms of the Mortgage Sale Agreement; (b) a Capital Contribution in Kind made by one or more of the Partners (as recorded in the Capital Account Ledger for such Partners) of Pre-Maturity Liquidity Eligible Assets in accordance with this Agreement with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger); or (c) Cash Capital Contributions made by one or more of the Partners (as recorded in the Capital Account Ledger for each applicable Partner) or proceeds advanced under the Intercompany Loan Agreement which have not been applied to acquire further Loans and their Related Security or otherwise applied in accordance with this Agreement and/or the other Transaction Documents with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger). (2) If the Pre-Maturity Test in respect of any Series of Hard Bullet Covered Bonds is breached less than six months prior to the Final Maturity Date of that Series of Hard Bullet Covered Bonds, an Issuer Event of Default will occur if the Partnership has not taken the required action as described in Section 7.2(1) within the earlier to occur of (i) 10 Canadian Business Days from the date that the Issuer is notified of the breach of the Pre-Maturity Test and (ii) the Final Maturity Date of that Series of Hard Bullet Covered Bonds. (3) To cure a Pre-Maturity Test breach within the period described in (2) above, the Pre- Pre-Maturity Liquidity Ledger shall be funded so that by the end of such period, there will be an amount equal to the Pre-Maturity Liquidity Required Amount standing to the credit of the Pre-Maturity Liquidity Ledger. (4) The proceeds of sale of Selected Loans in accordance with this Section 7.2 shall be credited to the GDA Account with a corresponding credit to the Pre-Maturity Liquidity Ledger. (5) In certain circumstances, Revenue Receipts will also be available to repay a Hard Bullet Covered Bond in accordance with Schedule 5. (6) Failure by the Issuer to pay the full amount due in respect of a Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, subject to applicable cure periods, will constitute an Issuer Event of Default. (7) If the Issuer and/or the Partnership fully repay the relevant Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, cash standing to the credit of the Pre-Maturity Liquidity Ledger on the GDA Account will be applied by the Partnership in accordance with the Pre-Acceleration Principal Priority of Payments, unless: (a) the Issuer is failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, in which case the cash will remain on the Pre-Maturity Liquidity Ledger in order to provide liquidity for that other Series of Hard Bullet Covered Bonds; or (b) the Issuer is not failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, but the Cash Manager elects to retain the cash on the Pre-Maturity Liquidity Ledger in order to provide liquidity for any future Series of Hard Bullet Covered Bonds.

Sale of Selected Loans Following a Breach of the Pre-Maturity Test. ‌ (1) Following a breach of the Pre-Maturity Test in respect of a Series of Hard Bullet Covered Bonds, and unless the Pre-Maturity Liquidity Ledger is otherwise funded from other sources pursuant to subsections (a) through or (cb) below, the Partnership shall sell Selected Loans to Purchasers in accordance with Schedule 9, subject to:below:‌ (a) any right of pre-emption of the Seller pursuant to the terms of the Mortgage Sale Agreement; (b) a Capital Contribution in Kind made by one or more of the Partners (as recorded in the Capital Account Ledger for such Partners) of Pre-Maturity Liquidity Eligible Assets in accordance with this Agreement with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger); oror‌ (cb) Cash Capital Contributions made by one or more of the Partners (as recorded in the Capital Account Ledger for each applicable Partner) or proceeds advanced under the Intercompany Loan Agreement which have not been applied to acquire further Loans and their Related Security or otherwise applied in accordance with this Agreement and/or the other Transaction Documents with an aggregate principal amount up to the Pre-Maturity Liquidity Required Amount (which shall be a credit to the Pre-Maturity Liquidity Ledger)Ledger),‌ the Partnership shall sell Selected Loans in accordance with Schedule 9, subject to any right of pre-emption of the Seller pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable. (2) If the Pre-Maturity Test in respect of any Series of Hard Bullet Covered Bonds is breached less than six months prior to the Final Maturity Date of that Series of Hard Bullet Covered Bonds, an Issuer Event of Default will occur if the Partnership has not taken the required action as described in Section 7.2(1) within (1)above before the earlier to occur of (i) the date that is 10 Canadian Toronto Business Days from the date that the Issuer is notified of the breach of the Pre-Maturity Test and (ii) the Final Maturity Date of that Series of Hard Bullet Covered Bonds.Bonds.‌ (3) To cure a Pre-Maturity Test breach within the period described in (2) above, the Pre- Pre-Maturity Liquidity Ledger shall be funded so that by the end of such period, there will be an amount equal to the Pre-Maturity Liquidity Required Amount standing to the credit of the Pre-Maturity Liquidity Ledger. (4) The proceeds of the sale of Selected Loans in accordance with this Section 7.2 shall be credited to the GDA Account with a corresponding credit to the Pre-Maturity Liquidity Ledger. (5) In certain circumstances, Revenue Receipts will also be available to repay a Hard Bullet Covered Bond in accordance with Schedule 5. (6) Failure by the Issuer to pay the full amount due in respect of a Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, subject to applicable cure periods, will constitute an Issuer Event of Default. (7) If the Issuer and/or the Partnership fully repay the relevant Series of Hard Bullet Covered Bonds on the Final Maturity Date thereof, cash standing to the credit of the Pre-Maturity Liquidity Ledger on the GDA Account will be applied by the Partnership in accordance with the Pre-Acceleration Principal Priority of Payments, unless: (a) the Issuer is failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, in which case the cash will remain on the Pre-Maturity Liquidity Ledger in order to provide liquidity for that other Series of Hard Bullet Covered Bonds; or (b) the Issuer is not failing the Pre-Maturity Test in respect of any other Series of Hard Bullet Covered Bonds, but the Cash Manager elects to retain the cash on the Pre-Maturity Liquidity Ledger in order to provide liquidity for any future Series of Hard Bullet Covered Bonds.