Common use of SALE OF SELECTED LOANS Clause in Contracts

SALE OF SELECTED LOANS. (1) Sales of Selected Loans shall at all times be subject to the rights of pre-emption enjoyed by the Seller pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable. (2) At any time an Asset Coverage Test Breach Notice is outstanding or a Notice to Pay has been served on the Partnership, but prior to the service of a Guarantor Acceleration Notice, unless the Asset Coverage Test breach is otherwise cured, the Partnership shall sell Selected Loans in the Covered Bond Portfolio in accordance with Schedule 9, subject to the rights of pre-emption enjoyed by the Seller to buy the Selected Loans pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable, and subject to additional advances on the Intercompany Loan and any Cash Capital Contribution made by the Limited Partner, made in accordance with this Agreement. (3) The Partnership will through a tender process appoint a portfolio manager of recognized standing on a basis intended to incentivise the portfolio manager to achieve the best price for the sale of the Selected Loans (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Loans to Purchasers (except where the Seller is buying the Selected Loans in accordance with their right of pre- emption in the Mortgage Sale Agreement or the Security Sharing Agreement, as applicable). The terms of the agreement giving effect to the appointment in accordance with such tender shall be approved by the Bond Trustee. (4) Any sale of Selected Loans will not include any representations or warranties from the Partnership or the Seller in respect of such Loans and their Related Security unless expressly agreed by the Bond Trustee and unless otherwise agreed with the Seller. (5) The terms of any sale and purchase agreement with respect to the sale of Selected Loans (which shall give effect to the recommendations of the portfolio manager) will be subject to the prior written approval of the Bond Trustee. The Bond Trustee will not be required to release the Selected Loans from the Security unless the conditions relating to the release of the Security as set out in the Security Agreement are satisfied. (6) The proceeds from any sale of Selected Loans shall be credited to the GDA Account to be applied in accordance with Article 6 (Priorities of Payment).

SALE OF SELECTED LOANS. ‌ (1) Sales of Selected Loans shall at all times be subject to the rights of pre-emption enjoyed by the Seller pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable. (2) At any time an Asset Coverage Test Breach Notice is outstanding or a Notice to Pay has been served on the Partnership, but prior to the service of a Guarantor Acceleration Notice, unless the Asset Coverage Test breach is otherwise cured, the Partnership shall sell Selected Loans in the Covered Bond Portfolio in accordance with Schedule 9, subject to the rights of pre-emption enjoyed by the Seller to buy the Selected Loans pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable, and subject to additional advances on the Intercompany Loan and any Cash Capital Contribution made by the Limited Partner, made in accordance with this Agreement. (3) The Partnership will through a tender process appoint a portfolio manager of recognized standing on a basis intended to incentivise the portfolio manager to achieve the best price for the sale of the Selected Loans (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Loans to Purchasers (except where the Seller is buying the Selected Loans in accordance with their right of pre- pre-emption in the Mortgage Sale Agreement or the Security Sharing Agreement, as applicable). The terms of the agreement giving effect to the appointment in accordance with such tender shall be approved by the Bond Trustee. (4) Any sale of Selected Loans will not include any representations or warranties from the Partnership or the Seller in respect of such Loans and their Related Security unless expressly agreed by the Bond Trustee and unless otherwise agreed with the Seller. (5) The terms of any sale and purchase agreement with respect to the sale of Selected Loans (which shall give effect to the recommendations of the portfolio manager) will be subject to the prior written approval of the Bond Trustee. The Bond Trustee will not be required to release the Selected Loans from the Security unless the conditions relating to the release of the Security as set out in the Security Agreement are satisfied. (6) The proceeds from any sale of Selected Loans shall be credited to the GDA Account to be applied in accordance with Article 6 (Priorities of Payment).

SALE OF SELECTED LOANS. (1a) Sales of Selected Loans shall at all times be subject to the rights of pre-emption enjoyed by the Seller pursuant to the terms of the Mortgage Hypothecary Loan Sale Agreement and the Security Sharing Agreement, as applicable. (2b) At any time an Asset Coverage Test Breach Notice is outstanding or a Notice to Pay has been served on the Partnership, but prior to the service of a Guarantor Acceleration Notice, unless the Asset Coverage Test breach is otherwise cured, the Partnership shall sell Selected Loans in the Covered Bond Portfolio and their Related Security in accordance with Schedule 9, subject to the rights of pre-emption enjoyed by the Seller to buy the Selected Loans pursuant to the terms of the Mortgage Hypothecary Loan Sale Agreement and the Security Sharing Agreement, as applicable, and subject to additional advances Advances on the Intercompany Loan and any Cash Capital Contribution made by the Limited Partner, made in accordance with this Agreement. (3c) The Partnership will through a tender process appoint a portfolio manager of recognized standing on a basis intended to incentivise the portfolio manager to achieve the best price for the sale of the Selected Loans (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Loans to Purchasers (except where the Seller is buying the Selected Loans in accordance with their its right of pre- pre-emption in the Mortgage Hypothecary Loan Sale Agreement or the Security Sharing Agreement, as applicable). The terms of the agreement giving effect to the appointment in accordance with such tender shall be approved by the Bond Trustee. (4d) Any sale of Selected Loans will not include any representations or warranties from the Partnership or the Seller in respect of such Loans and their Related Security unless expressly agreed by the Bond Trustee and unless otherwise agreed with the Seller. (5e) The terms of any sale and purchase agreement with respect to the sale of Selected Loans (which shall give effect to the recommendations of the portfolio manager) will be subject to the prior written approval of the Bond Trustee. The Bond Trustee will not be required to release the Selected Loans from the Security unless the conditions relating to the release of the Security as set out in the Security Agreement and the Security Documents are satisfied. (6f) The proceeds from any sale of Selected Loans shall be credited to the GDA GIC Account to be applied in accordance with Article 6 (Priorities of Payment).

SALE OF SELECTED LOANS. (1) Sales of Selected Loans shall at all times be subject to the rights of pre-emption enjoyed by the Seller pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable. (2) At any time that no Asset Coverage Test Breach Notice is outstanding, the Pre-Maturity Test has not been breached and no Covered Bond Guarantee Activation Event has occurred, the Partnership may sell Selected Loans provided it is in compliance with the Asset Coverage Test and the Pre-Maturity Test and will, following such sale, remain in compliance with the Asset Coverage Test and the Pre-Maturity Test and for greater certainty, the proceeds from such sale may be held by the Cash Manager on behalf of the Partnership prior to a downgrade by one or more of the Rating Agencies of the unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of the Cash Manager below the Cash Manager Deposit Ratings and following such a downgrade deposited in the GDA Account. Any such sale shall be made in accordance with Schedule 9. (3) At any time an Asset Coverage Test Breach Notice is outstanding or a Notice to Pay has been served on the Partnership, but prior to the service of a Guarantor Acceleration Notice, unless the Asset Coverage Test breach is otherwise cured, the Partnership shall sell Selected Loans in the Covered Bond Portfolio in accordance with Schedule 9, subject to the rights of pre-emption enjoyed by the Seller to buy the Selected Loans pursuant to the terms of the Mortgage Sale Agreement and the Security Sharing Agreement, as applicable, and subject to additional advances on the Intercompany Loan and any Cash Capital Contribution made by the Limited Partner, made in accordance with this Agreement. (34) The Partnership will through a tender process appoint a portfolio manager of recognized standing on a basis intended to incentivise the portfolio manager to achieve the best price for the sale of the Selected Loans (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Loans to Purchasers (except where the Seller is Sellers are buying the Selected Loans in accordance with their right of pre- pre-emption in the Mortgage Sale Agreement or the Security Sharing Agreement, as applicable). The terms of the agreement giving effect to the appointment in accordance with such tender shall be approved by the Bond Trustee. (45) Any sale of Selected Loans will not include any representations or warranties from the Partnership or the Seller in respect of such Loans and their Related Security unless expressly agreed by the Bond Trustee and unless otherwise agreed with the Seller. (56) The terms of any sale and purchase agreement with respect to the sale of Selected Loans (which shall give effect to the recommendations of the portfolio manager) will be subject to the prior written approval of the Bond Trustee. The Bond Trustee will not be required to release the Selected Loans from the Security unless the conditions relating to the release of the Security as set out in the Security Agreement are satisfied. (67) The proceeds from any sale of Selected Loans shall be credited to the GDA Account to be applied in accordance with Article 6 (Priorities of PaymentPayments).