Common use of Sale of Selected Portfolio Assets Clause in Contracts

Sale of Selected Portfolio Assets. (1) Sales of Selected Portfolio Assets 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. (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 Portfolio Assets 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 Portfolio Assets pursuant to the terms of the Mortgage Sale Agreement 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 Portfolio Assets (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Portfolio Assets to Purchasers (except where the Sellers are buying the Selected Portfolio Assets in accordance with their right of pre-emption in the Mortgage Sale Agreement). 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 Portfolio Assets will not include any representations or warranties from the Partnership or the Seller in respect of such Portfolio Assets 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 Portfolio Assets (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 Portfolio Assets 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 Portfolio Assets shall be credited to the GDA Account to be applied in accordance with Article 6 (Priorities of Payment).

Sale of Selected Portfolio Assets. (1) Sales of Selected Portfolio Assets shall at all times be subject to the rights of pre- 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 Portfolio Assets 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 Portfolio Assets 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 Portfolio Assets (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Portfolio Assets to Purchasers (except where the Sellers are Seller is buying the Selected Portfolio Assets in accordance with their right of pre-emption in the Mortgage Sale Agreement). 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 Portfolio Assets will not include any representations or warranties from the Partnership or the Seller in respect of such Portfolio Assets 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 Portfolio Assets (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 Portfolio Assets 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 Portfolio Assets shall be credited to the GDA GIC Account to be applied in accordance with Article 6 (Priorities of PaymentPayments).

Sale of Selected Portfolio Assets. (1) Sales of Selected Portfolio Assets shall at all times be subject to the rights of pre- pre-emption enjoyed by the Seller pursuant to the terms of the Mortgage Sale Agreement. (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 Portfolio Assets 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 Portfolio Assets pursuant to the terms of the Mortgage Sale Agreement 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 Portfolio Assets (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Portfolio Assets to Purchasers (except where the Sellers are Seller is buying the Selected Portfolio Assets in accordance with their right of pre-emption in the Mortgage Sale Agreement). 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 Portfolio Assets will not include any representations or warranties from the Partnership or the Seller in respect of such Portfolio Assets 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 Portfolio Assets (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 Portfolio Assets 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 Portfolio Assets shall be credited to the GDA GIC Account to be applied in accordance with Article 6 (Priorities of PaymentPayments).

Sale of Selected Portfolio Assets. ‌ (1) Sales of Selected Portfolio Assets shall at all times be subject to the rights of pre- 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 Portfolio Assets 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 Portfolio Assets pursuant to the terms of the Mortgage 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. (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 Portfolio Assets (if such terms are commercially available in the market) to advise it in relation to the sale of the Selected Portfolio Assets to Purchasers (except where the Sellers are Seller is buying the Selected Portfolio Assets in accordance with their right of pre-emption in the Mortgage Sale Agreement). 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 Portfolio Assets will not include any representations or warranties from the Partnership or the Seller in respect of such Portfolio Assets 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 Portfolio Assets (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 Portfolio Assets 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 Portfolio Assets shall be credited to the GDA GIC Account to be applied in accordance with Article 6 (Priorities of PaymentPayments).