Common use of Direct Debiting Scheme Clause in Contracts

Direct Debiting Scheme. (a) For the purposes of collecting amounts due from Borrowers under the Loans and their Related Security sold by each Seller to the Guarantor LP comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor LP, act or cause another Person approved in writing by the Guarantor LP (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor LP under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting Scheme is operated in accordance with policies and procedures which would be acceptable to a Reasonable and Prudent Mortgage Lender. (b) If at any time the Servicer shall receive notice whether under the Direct Debiting Scheme or otherwise that any amount or part thereof which was paid in or collected under the Direct Debiting System and which has been transferred to the Cash Manager or the Guarantor LP Accounts, as the case may be, has not been received as cleared funds or has otherwise been recalled, the Servicer shall notify the Cash Manager and instruct the Cash Manager to, and the Cash Manager shall, forthwith return or debit the Guarantor LP Accounts and transfer to the Servicer or credit such account as the Servicer may direct in writing for the whole or any part of such amount and an amount equal to any costs which are not recoverable by the Servicer from the relevant Borrower and incurred by the Servicer as a result of such shortfall provided that no amount returned by the Cash Manager or debited from the Guarantor LP Accounts for the credit of the collection accounts in respect of any shortfall may be made on or after a Calculation Date in respect of the relevant period between that Calculation Date and the next Guarantor LP Payment Date unless sufficient funds are available after providing or making provision for all payments to be made on the next succeeding Guarantor LP Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor LP Payment Date, the Guarantor LP shall on or after such Guarantor LP Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager or the Guarantor LP Accounts to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor LP having sufficient funds available to it to do so or the Servicer shall deduct an amount equal to such shortfall from payments otherwise to the Guarantor LP (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.

Direct Debiting Scheme. (a) For the purposes of collecting amounts due from Borrowers under the Loans and their Related Security sold by each the Seller to the Guarantor LP Mortgages Trustee comprised in the Covered Bond Portfolio, the Servicer Portfolio in accordance with this Agreement willAgreement, the Servicer will unless otherwise agreed to in writing with the Guarantor LPMortgages Trustee: (i) act, act or cause procure that another Person person approved in writing by the Guarantor LP Beneficiaries (such approval not to be unreasonably withheld) to act (the Third Party Collection Agent) acts as collection agent for the Guarantor LP Mortgages Trustee (as trustee for the Beneficiaries) under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting Scheme and remains, or procure that the Third Party Collection Agent remains, a member of the Direct Debiting Scheme or any scheme which replaces the Direct Debiting Scheme; (ii) subject to Clauses 5.1(b) and 5.1(c), deliver to the Bankers Automated Clearing System (BACS) or to the Mortgages Trustee Account Bank such instructions as may be necessary from time to time for the debit of the account of each Borrower in respect of which there is operated a direct debit mandate (the date of such delivery being the D.D. Date) with the Monthly Payment due from such Borrower, and arrange for the amount of such Monthly Payment to be credited to the Mortgages Trustee GIC Account on the day after the D.D. Date or, if such day is not a London Business Day the next following London Business Day unless the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Mortgages Trustee Account Bank fall below P-2 short-term by Moody's or the short-term or long-term "Issuer Default Ratings" fall below either F2 or BBB+ (respectively) by Fitch, in which case all further instructions by the Servicer to debit the accounts of Borrowers that are subject to direct debit bank mandates commencing not less than 30 calendar days therefrom shall be made to another bank whose short-term, unsecured, unsurbordinated and unguaranteed debt obligations are rated at least P-2 by Moody's and whose short-term and long-term "Issuer Default Ratings" are at least F2 and BBB+ (respectively) by Fitch, or directly to the Mortgages Trustee GIC Account; (iii) subject to Clauses 5.1(b) and 5.1(c), deliver to the Mortgages Trustee Account Bank or BACS (as appropriate) instructions for the debit of the account of each Borrower in respect of which there is a direct debit mandate and the Monthly Payment due and owing from such Borrower on the D.D. Date immediately preceding the next succeeding Monthly Payment Date remains outstanding to the extent that, on such D.D. Date, such Monthly Payment has not been received in full by the Servicer on behalf of the Mortgages Trustee and where the instructions for the debit of the account of the relevant Borrower for the Monthly Payment due and owing from such Borrower were returned to the Servicer marked "insufficient funds", within ten London Business Days of receipt by the Servicer of any such returned instructions; (iv) subject to Clauses 5.1(b) and 5.1(c), deliver to the Mortgages Trustee Account Bank or BACS (as appropriate) such other instructions for the debit of the account of each Borrower in respect of which there is a direct debit mandate in accordance with policies the Direct Debiting Scheme as may be appropriate for the recovery of sums due by such Borrower; (v) comply in all material respects with the requirements from time to time of the Direct Debiting Scheme including "The Originator's Guide and Rules to the Direct Debiting Scheme" as amended from time to time; and (vi) take all such other steps as are reasonably appropriate, including in particular the preparation and administration of appropriate computer tapes in connection with BACS, to ensure that all monies received from Borrowers during banking hours on any particular day are credited on the next day to the Mortgages Trustee GIC Account. (b) The Servicer may arrange with a Borrower that the Direct Debiting Scheme shall not apply to Monthly Payments to be made by such Borrower, PROVIDED, subject to Clause 5.1(d), THAT: (i) alternative payment arrangements are made which are intended to ensure timely payment of Monthly Payments due from the Borrower to the Mortgages Trustee; and (ii) the change in arrangements was made at the instigation of the Borrower or by the Servicer in accordance with the procedures which would be acceptable to adopted by a Reasonable and Reasonable, Prudent Mortgage Lender. (bc) The Servicer may, notwithstanding the proviso to Clause 5.1(b), allow such procedures for the payment by a Borrower of: (i) overdue amounts; and (ii) amounts payable on redemption of a Mortgage in whole or in part other than through the Direct Debiting Scheme as would be allowed by a Reasonable, Prudent Mortgage Lender. (d) The Servicer shall, notwithstanding the proviso to Clause 5.1(b), use its reasonable endeavours to credit Monthly Payments made by a Borrower under a payment arrangement other than the Direct Debiting Scheme to the Mortgages Trustee GIC Account as follows: (i) where the Borrower pays by standing order, by close of business on the second London Business Day following the day on which such amount is received by or credited to the Servicer; (ii) where the Borrower pays by payment of cash, by transfer payment from another account of the Seller or by cheque where reference to the relevant Borrower is provided or payments are made by way of paying-in book, by close of business on the London Business Day which immediately follows the day on which such amount is received or credited by the Servicer; and (iii) where the Borrower pays by cheque where a reference to the relevant Borrower is not provided, by close of business on the next London Business Day after receipt if the Seller is the operator of the Seller Bank Accounts or (if applicable) notification from the bank operating the relevant Seller Bank Accounts of the identity of the Borrower. (e) Where a Borrower permits a direct debit to be made to his bank account, the Servicer will endeavour to procure that such Borrower maintains a valid and effective mandate relating to such direct debit in relation to each Monthly Payment due from that Borrower, PROVIDED THAT in any case where a Borrower will not permit a direct debit to be made to his bank account the Servicer will endeavour to make alternative arrangements acceptable to a Reasonable, Prudent Mortgage Lender so that such Borrower nevertheless pays each Monthly Payment within the month in which it falls due. (f) In the event that the BACS system ceases to operate for any reason the Servicer will use reasonable endeavours to make alternative arrangements for the use of the back up systems available to the Mortgages Trustee Account Bank. (g) If at any time the Servicer shall receive notice whether under the Direct Debiting Scheme or otherwise that any amount (or part thereof thereof) which was paid in or collected under the Direct Debiting System credited pursuant to this Clause 5.1 and which has been transferred to the Cash Manager or the Guarantor LP Accounts, as the case may be, Mortgages Trustee GIC Account has not been received as cleared funds or has otherwise been recalled, the Servicer shall notify the Cash Manager and instruct the Cash Manager to, and the Cash Manager shall, forthwith return or to debit the Guarantor LP Accounts Mortgages Trustee GIC Account and transfer to credit the Servicer or credit such relevant collection account as the Servicer may direct in writing for the whole or any part of such amount (such amount hereinafter referred to as the shortfall) and an amount equal to any costs which are not recoverable irrecoverable by the Servicer from the relevant Borrower and incurred by the Servicer as a result of such shortfall provided that shortfall; PROVIDED THAT no amount returned by the Cash Manager or debited debit from the Guarantor LP Accounts Mortgages Trustee GIC Account for the credit of the collection accounts in respect of any shortfall may be made on or after a Trust Calculation Date in respect of the relevant period between that Trust Calculation Date and the next Guarantor LP Funding Company Interest Payment Date unless sufficient funds are available after providing or making provision for all payments to be made on the next succeeding Guarantor LP Funding Company Interest Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor LP After that following Funding Company Interest Payment Date, the Guarantor LP Mortgages Trustee shall on or after such Guarantor LP Payment Date, transfer, or cause to be transferred procure on its behalfbehalf the transfer, from the Cash Manager or the Guarantor LP Accounts Mortgages Trustee GIC Account to the Servicer or such relevant collection account as the Servicer may direct in writing of an amount equal to such shortfall, shortfall subject to the Guarantor LP it having sufficient funds available to it to do so it, or the Servicer shall deduct an amount equal to such shortfall from payments otherwise due on a daily basis from the Seller to the Guarantor LP (or the Cash Manager on its behalf) by the Borrowers Mortgages Trustee in respect of Principal Receipts and Revenue Receipts received under the LoansLoans sold by the Seller to the Mortgages Trustee.

Direct Debiting Scheme. (a) For the purposes of collecting amounts due from Borrowers under the Loans and their Related Security sold by each the Seller to the Guarantor LP Mortgages Trustee comprised in the Covered Bond Portfolio, the Servicer Portfolio in accordance with this Agreement willAgreement, the Servicer will unless otherwise agreed to in writing with the Guarantor LPMortgages Trustee: (i) act, act or cause procure that another Person person approved in writing by the Guarantor LP Beneficiaries (such approval not to be unreasonably withheld) to act (the Third Party Collection Agent) acts as collection agent for the Guarantor LP Mortgages Trustee (as trustee for the Beneficiaries) under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting Scheme and remains, or procure that the Third Party Collection Agent remains, a member of the Direct Debiting Scheme or any scheme which replaces the Direct Debiting Scheme; (ii) subject to Clauses 5.1(b) and 5.1(c), deliver to the Bankers Automated Clearing System (BACS) or to the Mortgages Trustee Account Bank such instructions as may be necessary from time to time for the debit of the account of each Borrower in respect of which there is operated a direct debit mandate (the date of such delivery being the D.D. Date) with the Monthly Payment due from such Borrower, and arrange for the amount of such Monthly Payment to be credited to the Applicable Mortgages Trustee Bank Account on the day after the D.D. Date or, if such day is not a London Business Day, the next following London Business Day. In the event that the long-term bank deposit rating assigned to the Mortgages Trustee Account Bank by Xxxxx’x is less than Baa3 or the short term or long term issuer default ratings assigned to the Mortgages Trustee Account Bank by Fitch is less than either F2 or BBB+ (respectively), all further instructions by the Servicer to debit the accounts of Borrowers that are subject to direct debit mandates commencing not less than 30 calendar days therefrom shall be made to another bank with a long-term bank deposit rating assigned to it by Moody’s of no less than Baa3 and with a short term and long term issuer default rating assigned to it by Fitch of no less than F2 and BBB+ (respectively), or directly to the Mortgages Trustee GIC Account; (iii) subject to Clauses 5.1(b) and 5.1(c), deliver to the Mortgages Trustee Account Bank or BACS (as appropriate) instructions for the debit of the account of each Borrower in respect of which there is a direct debit mandate and the Monthly Payment due and owing from such Borrower on the D.D. Date immediately preceding the next succeeding Monthly Payment Date remains outstanding to the extent that, on such D.D. Date, such Monthly Payment has not been received in full by the Servicer on behalf of the Mortgages Trustee and where the instructions for the debit of the account of the relevant Borrower for the Monthly Payment due and owing from such Borrower were returned to the Servicer marked "insufficient funds", within ten London Business Days of receipt by the Servicer of any such returned instructions; (iv) subject to Clauses 5.1(b) and 5.1(c), deliver to the Mortgages Trustee Account Bank or BACS (as appropriate) such other instructions for the debit of the account of each Borrower in respect of which there is a direct debit mandate in accordance with policies the Direct Debiting Scheme as may be appropriate for the recovery of sums due by such Borrower; (v) comply in all material respects with the requirements from time to time of the Direct Debiting Scheme including "The Originator's Guide and Rules to the Direct Debiting Scheme" as amended from time to time; and (vi) take all such other steps as are reasonably appropriate, including in particular the preparation and administration of appropriate computer tapes in connection with BACS, to ensure that all monies received from Borrowers during banking hours on any particular day are credited on the next day to the Mortgages Trustee GIC Account. (b) The Servicer may arrange with a Borrower that the Direct Debiting Scheme shall not apply to Monthly Payments to be made by such Borrower, PROVIDED, subject to Clause 5.1(d), THAT: (i) alternative payment arrangements are made which are intended to ensure timely payment of Monthly Payments due from the Borrower to the Mortgages Trustee; and (ii) the change in arrangements was made at the instigation of the Borrower or by the Servicer in accordance with the procedures which would be acceptable to adopted by a Reasonable and Reasonable, Prudent Mortgage Lender. (bc) The Servicer may, notwithstanding the proviso to Clause 5.1(b), allow such procedures for the payment by a Borrower of: (i) overdue amounts; and (ii) amounts payable on redemption of a Mortgage in whole or in part other than through the Direct Debiting Scheme as would be allowed by a Reasonable, Prudent Mortgage Lender. (d) The Servicer shall, notwithstanding the proviso to Clause 5.1(b), use its reasonable endeavours to credit Monthly Payments made by a Borrower under a payment arrangement other than the Direct Debiting Scheme to the Mortgages Trustee GIC Account as follows: (i) where the Borrower pays by standing order, by close of business on the second London Business Day following the day on which such amount is received by or credited to the Servicer; (ii) where the Borrower pays by payment of cash, by transfer payment from another account of the Seller or by cheque where reference to the relevant Borrower is provided or payments are made by way of paying-in book, by close of business on the London Business Day which immediately follows the day on which such amount is received or credited by the Servicer; and (iii) where the Borrower pays by cheque where a reference to the relevant Borrower is not provided, by close of business on the next London Business Day after receipt if the Seller is the operator of the Seller Bank Accounts or (if applicable) notification from the bank operating the relevant Seller Bank Accounts of the identity of the Borrower. (e) Where a Borrower permits a direct debit to be made to his bank account, the Servicer will endeavour to procure that such Borrower maintains a valid and effective mandate relating to such direct debit in relation to each Monthly Payment due from that Borrower, PROVIDED THAT in any case where a Borrower will not permit a direct debit to be made to his bank account the Servicer will endeavour to make alternative arrangements acceptable to a Reasonable, Prudent Mortgage Lender so that such Borrower nevertheless pays each Monthly Payment within the month in which it falls due. (f) In the event that the BACS system ceases to operate for any reason the Servicer will use reasonable endeavours to make alternative arrangements for the use of such back up systems as are available to the Mortgages Trustee Account Bank. (g) If at any time the Servicer shall receive notice whether under the Direct Debiting Scheme or otherwise that any amount (or part thereof thereof) which was paid in or collected under the Direct Debiting System credited pursuant to this Clause 5.1 and which has been transferred to the Cash Manager or the Guarantor LP Accounts, as the case may be, Mortgages Trustee GIC Account has not been received as cleared funds or has otherwise been recalled, the Servicer shall notify the Cash Manager and instruct the Cash Manager to, and the Cash Manager shall, forthwith return or to debit the Guarantor LP Accounts Mortgages Trustee GIC Account and transfer to credit the Servicer or credit such relevant collection account as the Servicer may direct in writing for the whole or any part of such amount (such amount hereinafter referred to as the shortfall) and an amount equal to any costs which are not recoverable irrecoverable by the Servicer from the relevant Borrower and incurred by the Servicer as a result of such shortfall provided that shortfall; PROVIDED THAT no amount returned by the Cash Manager or debited debit from the Guarantor LP Accounts Mortgages Trustee GIC Account for the credit of the collection accounts in respect of any shortfall may be made on or after a Trust Calculation Date in respect of the relevant period between that Trust Calculation Date and the next Guarantor LP Funding Company Interest Payment Date unless sufficient funds are available after providing or making provision for all payments to be made on the next succeeding Guarantor LP Funding Company Interest Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor LP After that following Funding Company Interest Payment Date, the Guarantor LP Mortgages Trustee shall on or after such Guarantor LP Payment Date, transfer, or cause to be transferred on its behalfprocure the transfer, from the Cash Manager or the Guarantor LP Accounts Mortgages Trustee GIC Account to the Servicer or such relevant collection account as the Servicer may direct in writing of an amount equal to such shortfall, shortfall subject to the Guarantor LP it having sufficient funds available to it to do so it, or the Servicer shall deduct an amount equal to such shortfall from payments otherwise due on a daily basis from the Seller to the Guarantor LP (or the Cash Manager on its behalf) by the Borrowers Mortgages Trustee in respect of Principal Receipts and Revenue Receipts received under the LoansLoans sold by the Seller to the Mortgages Trustee.