Common use of Direct Debiting System Clause in Contracts

Direct Debiting System. (a) For the purposes of collecting amounts due from Borrowers under the Portfolio Assets sold by the Seller to the Guarantor comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor, act or cause another Person approved in writing by the Guarantor (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting System 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 System 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 GIC Account, 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 GIC Account 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 GIC Account 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 Payment Date unless sufficient funds are available after providing or making provision for all payments to be made by the Guarantor on the next succeeding Guarantor Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor Payment Date, the Guarantor shall on or after such Guarantor Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager or the GIC Account to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor having sufficient funds available to it to do so or the Servicer shall deduct an amount equal to such shortfall from payments otherwise paid to the Guarantor (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.

Direct Debiting System. (a) 5.1.1 For the purposes of collecting amounts due from Borrowers under the Portfolio Assets Loans and their Related Security sold by the each Seller to the Guarantor comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor, act or cause another Person approved in writing by the Guarantor (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting System is operated in accordance with policies and procedures which would be acceptable to a Reasonable and Prudent Mortgage Hypothecary Lender. (b) 5.1.2 If at any time the Servicer shall receive notice whether under the Direct Debiting System 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 GIC AccountAccounts, 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 GIC Account 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 GIC Account 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 Payment Date unless sufficient funds are available after providing or making provision for all payments to be made by the Guarantor on the next succeeding Guarantor Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor Payment Date, the Guarantor shall on or after such Guarantor Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager or the GIC Account Accounts to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor having sufficient funds available to it to do so or the Servicer shall deduct an amount equal to such shortfall from payments otherwise paid to the Guarantor (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.

Direct Debiting System. (a) For the purposes of collecting amounts due from Borrowers under the Portfolio Assets Loans and their Related Security sold by the each Seller to the Guarantor comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor, act or cause another Person approved in writing by the Guarantor (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting System 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 System 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 GIC GDA Account, 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 GIC GDA Account 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 GIC GDA Account 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 Payment Date unless sufficient funds are available after providing or making provision for all payments to be made by the Guarantor on the next succeeding Guarantor Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor Payment Date, the Guarantor shall on or after such Guarantor Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager or the GIC GDA Account to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor having sufficient funds available to it to do so or the Servicer shall deduct an amount equal to such shortfall from payments otherwise paid to the Guarantor (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.

Direct Debiting System. (a) For the purposes of collecting amounts due from Borrowers under the Portfolio Assets sold by the Seller to the Guarantor comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor, act or cause another Person approved in writing by the Guarantor (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting System is operated in accordance with policies and procedures which would be acceptable to a Reasonable and Prudent Mortgage Lender. The Guarantor acknowledges and agrees that unless otherwise notified by the Servicer, The Toronto-Dominion Bank will act as the collection agent for the Guarantor under the Direct Debiting System. (b) If at any time the Servicer shall receive notice whether under the Direct Debiting System 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 Manager, the GIC Account or the GIC Transaction Account, 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 GIC Account or the Transaction Account 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 GIC Account 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 Payment Date unless sufficient funds are available after providing or making provision for all payments to be made by the Guarantor on the next succeeding Guarantor Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor Payment Date, the Guarantor shall on or after such Guarantor Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager Manager, the GIC Account or the GIC Transaction Account to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor having sufficient funds available to it to do so or the Servicer shall deduct an amount equal to such shortfall from payments otherwise paid to the Guarantor (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.

Direct Debiting System. (a) For the purposes of collecting amounts due from Borrowers under the Portfolio Assets sold by the Seller to the Guarantor comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor, act or cause another Person approved in writing by the Guarantor (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting System 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 System 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 GIC Account, 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 GIC Account 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 GIC Account 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 Payment Date unless sufficient funds are available after providing or making provision for all payments to be made by the Guarantor on the next succeeding Guarantor Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor Payment Date, the Guarantor shall on or after such Guarantor Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager or the GIC Account to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor having sufficient funds available to it to do so or the MT DOCS 14908769v9 10 Servicing Agreement Servicer shall deduct an amount equal to such shortfall from payments otherwise paid to the Guarantor (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.

Direct Debiting System. (a) For the purposes of collecting amounts due from Borrowers under the Portfolio Assets Loans and their Related Security sold by the each Seller to the Guarantor comprised in the Covered Bond Portfolio, the Servicer in accordance with this Agreement will, unless otherwise agreed to in writing with the Guarantor, act or cause another Person approved in writing by the Guarantor (such approval not to be unreasonably withheld) to act as collection agent for the Guarantor under a scheme for either the manual or automated debiting of bank accounts (the “Direct Debiting System”) provided such Direct Debiting System 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 System 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 GIC Account, 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 GIC Account 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 GIC Account 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 Payment Date unless sufficient funds are available after providing or making provision for all payments to be made by the Guarantor on the next succeeding Guarantor Payment Date. In the event any such amount is not repaid prior to the relevant Guarantor Payment Date, the Guarantor shall on or after such Guarantor Payment Date, transfer, or cause to be transferred on its behalf, from the Cash Manager or the GIC Account to the Servicer or such account as the Servicer may direct in writing an amount equal to such shortfall, subject to the Guarantor having sufficient funds available to it to do so or the Servicer shall deduct an amount equal to such shortfall from payments otherwise paid to the Guarantor (or the Cash Manager on its behalf) by the Borrowers in respect of Principal Receipts and Revenue Receipts received under the Loans.