Common use of Restriction on Account Bank’s Rights Clause in Contracts

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandates, each of (i) Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) with any other account of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person or any liabilities of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person to it; (b) agrees that it may not exercise any lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) in or towards satisfaction of any liabilities to it of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person; (c) agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or Funding, or procure the winding-up or liquidation of the Mortgages Trustee or Funding or the making of an administration order in relation to the Mortgages Trustee or Funding in respect of any of the liabilities of the Mortgages Trustee or Funding whatsoever; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the Loans; (e) agrees that it will notify: (i) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding Transaction Account to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Business Day it determines that compliance with such instruction would cause any such account to have a negative balance; and (f) acknowledges that Funding has, pursuant to the Funding Deed of Charge, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account and all of its rights under this Agreement to the Security Trustee.

Appears in 3 contracts

Samples: Bank Account Agreement, Bank Account Agreement, Bank Account Agreement

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Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandates, each of (i) the Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right agrees that, in its capacity as Account Bank, it has or may hereafter acquire to combine, consolidate or merge the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) with any other account of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person or any liabilities of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person to it; (b) agrees that it may will not exercise any lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any of the Funding Transaction Guarantor LP Accounts maintained with the Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Bank in or towards satisfaction of any liabilities owing to it of by any person (including, without limitation, any liabilities owing to it by the Cash Manager, Guarantor LP or the Mortgages Bond Trustee, Funding, the Seller, the Security Trustee or any other person); (cb) without prejudice to its rights and obligations as a Secured Creditor under the Security Agreement, agrees that it will not takenot, and shall not takesolely in its capacity as Account Bank, procure, or take any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or Fundingwhich could result in, or procure the winding-up or liquidation of the Mortgages Trustee or Funding Guarantor LP or the making of an administration order in relation to the Mortgages Trustee or Funding Guarantor LP in respect of any of the liabilities of the Mortgages Trustee or Funding Guarantor LP whatsoever; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the Loans; (ec) agrees that it will notify: (i) promptly notify the Guarantor LP, the Bond Trustee and the Cash Manager, Funding and the Security Trustee Manager if compliance with any instruction would cause the Funding Transaction Account relevant Guarantor LP Account(s) to which such instruction relates to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Business Day it determines that compliance with such instruction would cause any such account to have a negative balance; and (fd) acknowledges that Funding the Guarantor LP has, pursuant to the Funding Deed of ChargeSecurity Agreement, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account Guarantor LP Accounts and all of its rights under this Agreement to the Security TrusteeBond Trustee (for itself and on behalf of the Secured Creditors); and (e) agrees that upon the reasonable request of CMHC to the Account Bank, the Account Bank shall make available to CMHC during business hours all accounts and records relating to the Transaction Account and the GIC Account, if required by CMHC to verify that the Issuer, Guarantor LP and/or the Programme are in compliance with any requirement of the Guide and Part I.1 of the National Housing Act (Canada). Upon receipt of any such request, the Account Bank shall promptly notify the Issuer and the Guarantor LP in writing of the receipt thereof and unless otherwise prohibited shall provide details of the nature of any such request.

Appears in 2 contracts

Samples: Bank Account Agreement (RBC Covered Bond Guarantor Limited Partnership), Bank Account Agreement

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the MandatesMandate, each of (i) Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) LLP Accounts held with it with any other account of the Cash Manager, the Mortgages Trustee, FundingLLP, the SellerIssuer, the Security Trustee or any other person or any liabilities of the Cash Manager, the Mortgages TrusteeLLP, Fundingthe Issuer, the Seller, the Security Trustee or any other person to it; (b) agrees that it may not exercise any lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) LLP Accounts held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Mortgages Trustee, FundingLLP, the SellerIssuer, the Security Trustee or any other personperson owing to it; (c) in addition to and without prejudice to its rights and obligations as a Secured Creditor, agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or FundingLLP, or procure the winding-up or liquidation of the Mortgages Trustee or Funding LLP or the making of an administration order in relation to the Mortgages Trustee or Funding LLP in respect of any of the liabilities of the Mortgages Trustee or Funding whatsoeverLLP whatsoever other than to the extent permitted under the Deed of Charge; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding LLP pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the LoansTransaction Documents; (e) agrees that it will notify: (i) notify the Cash Manager, Funding the LLP and the Security Trustee if compliance with any instruction would cause the Funding Transaction Account relevant LLP Account(s) held with it to which such instruction relates to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Business Day that it determines that compliance with such instruction would cause any such account to have a negative balance; and (f) acknowledges that Funding the LLP has, pursuant to the Funding Deed of Charge, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account LLP Accounts held with it and all of its rights under this Agreement to the Security Trustee.

Appears in 2 contracts

Samples: Bank Account Agreement, Bank Account Agreement

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the MandatesMandate or this Agreement, each of (i) the Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Guarantor Accounts held with it with any other account of the Cash Manager, the Mortgages TrusteeGuarantor, Fundingthe Issuer, the Seller, the Security Bond Trustee or any other person or any liabilities of the Cash Manager, the Mortgages TrusteeGuarantor, Fundingthe Issuer, the Seller, the Security Bond Trustee or any other person to it; (b) agrees that it may not exercise any lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Guarantor Accounts held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Mortgages TrusteeGuarantor, Fundingthe Issuer, the Seller, the Security Bond Trustee or any other personperson owing to it; (c) in addition to and without prejudice to its rights and obligations as a Secured Creditor, agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or FundingGuarantor, or procure the winding-up or liquidation of the Mortgages Trustee or Funding or the making of an administration order commence any Insolvency Proceeding in relation to the Mortgages Trustee Guarantor, or Funding any general partners of the Guarantor, in respect of any of the liabilities of the Mortgages Trustee or Funding Guarantor whatsoever, other than to the extent permitted under the Security Agreement; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding Guarantor pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the LoansTransaction Documents; (e) agrees that it will notify: (i) notify the Cash Manager, Funding the Guarantor and the Security Bond Trustee if compliance with any instruction would cause the Funding Transaction Account Guarantor Account(s) held with it to which such instruction relates to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Canadian Business Day that it determines that compliance with such instruction would cause any such account to have a negative balance; and (f) acknowledges that Funding the Guarantor has, pursuant to the Funding Deed of ChargeSecurity Agreement, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account Guarantor Accounts held with it and all of its rights under this Agreement to the Security Bond Trustee and that the Bond Trustee may enforce such rights in the Bond Trustee’s own name without joining the Guarantor in any such action (which right the Account Bank hereby waives) and the Account Bank hereby waives as against the Bond Trustee any rights or equities in its favour arising from any course of dealing between the Account Bank and the Guarantor.

Appears in 1 contract

Samples: Bank Account Agreement (BMO Covered Bond Guarantor Limited Partnership)

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the MandatesMandate or this Agreement, each of (i) the Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Guarantor Accounts held with it with any other account of the Cash Manager, the Mortgages TrusteeGuarantor, Fundingthe Issuer, the Seller, the Security Bond Trustee or any other person or any liabilities of the Cash Manager, the Mortgages TrusteeGuarantor, Fundingthe Issuer, the Seller, the Security Bond Trustee or any other person to it; (b) agrees that it may not exercise any lien or, to the extent permitted by law, any set-set- off or transfer any sum standing to the credit of or to be credited to any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Guarantor Accounts held with it in or towards satisfaction of any liabilities to it of the Cash Manager, the Mortgages TrusteeGuarantor, Fundingthe Issuer, the Seller, the Security Bond Trustee or any other personperson owing to it; (c) in addition to and without prejudice to its rights and obligations as a Secured Creditor, agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or FundingGuarantor, or procure the winding-up or liquidation of the Mortgages Trustee or Funding or the making of an administration order commence any Insolvency Proceeding in relation to the Mortgages Trustee Guarantor, or Funding any general partners of the Guarantor, in respect of any of the liabilities of the Mortgages Trustee or Funding Guarantor whatsoever, other than to the extent permitted under the Security Agreement; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding Guarantor pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the LoansTransaction Documents; (e) agrees that it will notify: (i) notify the Cash Manager, Funding the Guarantor and the Security Bond Trustee if compliance with any instruction would cause the Funding Transaction Account Guarantor Account(s) held with it to which such instruction relates to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Canadian Business Day that it determines that compliance with such instruction would cause any such account to have a negative balance; and (f) acknowledges that Funding the Guarantor has, pursuant to the Funding Deed of ChargeSecurity Agreement, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account Guarantor Accounts held with it and all of its rights under this Agreement to the Security Bond Trustee and that the Bond Trustee may enforce such rights in the Bond Trustee’s own name without joining the Guarantor in any such action (which right the Account Bank hereby waives) and the Account Bank hereby waives as against the Bond Trustee any rights or equities in its favour arising from any course of dealing between the Account Bank and the Guarantor.

Appears in 1 contract

Samples: Bank Account Agreement

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Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandates, each of (i) the Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Bank Accounts with any other account of the Cash Manager, the Mortgages Trustee, FundingFunding 1, Funding 2, the Seller, the Funding 1 Security Trustee, the Funding 2 Security Trustee or any other person or any liabilities of the Cash Manager, the Mortgages Trustee, FundingFunding 1, Funding 2, the Seller, the Funding 1 Security Trustee, the Funding 2 Security Trustee or any other person to it; (b) agrees that it may not exercise any lien or, to the extent permitted by law, any set-off or transfer any sum standing to the credit of or to be credited to any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Bank Accounts in or towards satisfaction of any liabilities to it of the Cash Manager, the Mortgages Trustee, FundingFunding 1, Funding 2, the Seller, the Funding 1 Security Trustee, the Funding 2 Security Trustee or any other personperson owing to it; (c) in addition to and without prejudice to its rights and obligations as Funding 1 Secured Creditor and/or Funding 2 Secured Creditor, agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee Trustee, Funding 1 or FundingFunding 2, or procure the winding-up or liquidation of the Mortgages Trustee Trustee, Funding 1 or Funding 2, or the making of an administration order in relation to the Mortgages Trustee Trustee, Funding 1 or Funding 2, or in respect of any of the liabilities of the Mortgages Trustee Trustee, Funding 1 or Funding 2 whatsoever; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee Trustee, Funding 1 or Funding 2 pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Master Intercompany Loan Agreement, the Funding 1 Swap Agreement, the Funding 2 Swap Agreement or any other document entered into by the Mortgages Trustee Trustee, Funding 1 and Funding 2 in relation to the Intercompany Loans, the Master Intercompany Loans or the Loans; (e) agrees that it will notify: (i) notify in accordance with Clause 12 the Cash Manager, Funding 1, Funding 2, the Mortgages Trustee, the Funding 1 Security Trustee and the Funding 2 Security Trustee if compliance with any instruction would cause the Funding Transaction Account relevant Bank Account(s) to which such instruction relates to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; balance such notification to be given on the same London Business Day that it determines that compliance with such instruction would cause any such account to have a negative balance; and; (f) acknowledges that Funding 1 has, pursuant to the Funding 1 Deed of Charge, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account Bank Accounts and all of its rights under this Agreement to the Funding 1 Security Trustee; and (g) acknowledges that Funding 2 has, pursuant to the Funding 2 Deed of Charge, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Bank Accounts and all of its rights under this Agreement to the Funding 2 Security Trustee.

Appears in 1 contract

Samples: Bank Account Agreement

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandates, each of (i) the Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire to combine, consolidate or merge the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) with any other account of the Cash Manager, the Mortgages Back to Contents Trustee, Funding, the Seller, the Security Trustee or any other person or any liabilities of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person to it; (b) agrees that it may not exercise any lien or, or to the extent permitted by law, law any set-off or transfer any sum standing to the credit of or to be credited to the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) in or towards satisfaction of any liabilities to it of the Cash Manager, the Mortgages Trustee, Funding, the Seller, the Security Trustee or any other person; (c) agrees that it will not take, and shall not take, any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or Funding, or procure the winding-up or liquidation of the Mortgages Trustee or Funding or the making of an administration order in relation to the Mortgages Trustee or Funding in respect of any of the liabilities of the Mortgages Trustee or Funding whatsoever; (d) agrees that it shall have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the Loans; (e) agrees that it will notify: (i) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding Transaction Account to have a negative balance; (ii) the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Business Day it determines that compliance with such instruction would cause any such account to have a negative balance; and (f) acknowledges that Funding has, pursuant to the Funding Deed of Charge, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account and all of its rights under this Agreement to the Security Trustee.

Appears in 1 contract

Samples: Bank Account Agreement (Holmes Funding LTD)

Restriction on Account Bank’s Rights. Notwithstanding anything to the contrary in the Mandates, each of (i) the Account Bank A (in respect of the Funding Transaction Account) and (ii) Account Bank B (in respect of the Mortgages Trustee GIC Account and the Funding GIC Account) hereby: (a) waives any right it has or may hereafter acquire acquire, in its capacity as Account Bank, to combine, consolidate or merge any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Guarantor Accounts held with it with any other account of the Cash Manager, the Mortgages Trustee, FundingGuarantor, the SellerIssuer, the Security Bond Trustee or any other person Person or any liabilities of the Cash Manager, the Mortgages Trustee, FundingGuarantor, the SellerIssuer, the Security Sellers, the Bond Trustee or any other person Person owing to it; (b) agrees that that, in its capacity as Account Bank, it may will not exercise any lien or, to the extent permitted by law, any set-off off, any right of deduction, withdrawal or transfer any sum standing to the credit of or to be credited to any of the Funding Transaction Account and/or the Funding GIC Account and/or the Mortgages Trustee GIC Account (as applicable) Guarantor Accounts held with it in or towards satisfaction of any liabilities owing to it of by the Cash Manager, the Mortgages Trustee, FundingGuarantor, the SellerIssuer, the Security Bond Trustee or any other personPerson; (c) without prejudice to its rights and obligations as a Secured Creditor under the Security Agreement, agrees that it will not takenot, and shall not takesolely in its capacity as Account Bank, procure or take any steps whatsoever to recover any amount due or owing to it pursuant to this Agreement or any other debts whatsoever owing to it by the Mortgages Trustee or FundingGuarantor, or procure which could result in the winding-up or liquidation of the Mortgages Trustee Guarantor or Funding any of its general partners or the making of an administration order commence any Insolvency Proceeding in relation to the Mortgages Trustee Guarantor or Funding any of its general partners in respect of any of the liabilities of the Mortgages Trustee or Funding Guarantor whatsoever, other than to the extent permitted under the Security Agreement; (d) agrees that it shall will have recourse only to sums paid to or received by (or on behalf of) the Mortgages Trustee or Funding Guarantor pursuant to this Agreement, the Mortgage Sale Agreement, the Mortgages Trust Deed, the Intercompany Loan Agreements, the Funding Swap Agreement or any other document entered into by the Mortgages Trustee and Funding in relation to the Intercompany Loans or the LoansTransaction Documents; (e) agrees that it will notify: (i) promptly notify the Cash Manager, Funding the Guarantor and the Security Bond Trustee if compliance with any instruction would cause the Funding Transaction Account Guarantor Accounts held with it to which such instruction relates to have a negative balance; (ii) balance or would result in a breach of the Cash Manager, Funding and the Security Trustee if compliance with any instruction would cause the Funding GIC Account to have a negative balance; and (iii) the Cash Manager, the Mortgages Trustee and the Security Trustee if compliance with any instruction would cause the Mortgages Trustee GIC Account to time have a negative balance; such notification to be given on the same London Business Day it determines that compliance with such instruction would cause any such account to have a negative balanceapplicable Priority of Payments; and (f) acknowledges that Funding the Guarantor has, pursuant to the Funding Deed of ChargeSecurity Agreement, inter alia, assigned by way of security all its rights, title, interest and benefit, present and future, in and to, all sums from time to time standing to the credit of the Funding Transaction Account and the Funding GIC Account Guarantor Accounts held with it and all of its rights under this Agreement to the Security TrusteeBond Trustee (for itself and on behalf of the Secured Creditors).

Appears in 1 contract

Samples: Bank Account Agreement (Bank of Nova Scotia /)

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