Common use of Cashflows Clause in Contracts

Cashflows. 12.1 On each CBC Payment Date prior to the service of a CBC Acceleration Notice the CBC shall apply the Interest Available Amount and the Principal Available Amount in accordance with Clause 13 of this Trust Deed. 12.2 After the service of a CBC Acceleration Notice the Security Trustee shall apply any amounts recovered by it, in accordance with Clause 14 of this Trust Deed subject to Clause 12.3. 12.3 Any Swap Collateral Amounts to be provided by a Swap Counterparty will be delivered directly by the relevant Swap Counterparty to the CBC irrespective of whether any Assignment Notification Event has occurred or a Breach of Asset Cover Test Notice (which is not remedied) or a Notice to Pay or a CBC Acceleration Notice has been served at such time on the CBC and, accordingly, any Collateral Return Payments shall be made directly by the CBC (or, if applicable, by the Security Trustee) to the relevant Swap Counterparty, outside the CBC Priority of Payments (or, as the case may be, the Post CBC Acceleration Notice Priority of Payments). 12.4 In the event the non-exercise by the Security Trustee of its disclosed rights of pledge on the Pledged Assets is withdrawn in accordance with Clause 6.2 of the Security Trustee Rights Pledge Agreement (or other Pledge Agreements on Transferred Assets other than Mortgage Receivables and Beneficiary Rights), or any notification as referred to in Clause 7.1 of the Security Trustee Receivables Pledge Agreement has been made on the basis of the occurrence of any Security Trustee Pledge Notification Event, the Security Trustee shall transfer all moneys received or recovered pursuant to the Pledge Agreements to the Security Account. All moneys received by the Security Trustee after the occurrence of an Assignment Notification Event, but prior to any notification as referred to in Clause 7.1 of the Security Trustee Receivables Pledge Agreement, shall be applied by the Security Trustee as provided in Clause 13 of this Trust Deed. Any of the events, set forth in this Clause 12.4, the Security Trustee, until the service of a CBC Acceleration Notice, (i) shall have the right to apply all moneys received or recovered towards satisfaction of the amounts due by the CBC in accordance with Clause 13 of this Trust Deed, or (ii) may at its option, from time to time, for the sole purpose of enabling the CBC to make payments in accordance with Clause 13, pay or procure the payment of certain amounts from the Security Account to the CBC, whilst it may at its option for that sole purpose terminate (opzeggen) its right of pledge in respect of the amounts so paid. 12.5 Notwithstanding Clause 13, amounts in respect of interest and principal on a Series of Covered Bonds and, in respect of Swap Agreements (if any), may also become due and payable during a CBC Payment Period. The CBC may and shall pay such amounts on the date on which they become due and payable from the following amounts to the extent available: (a) in respect of a Series of Covered Bonds, to the extent that the CBC has entered into a Swap Agreement with respect to such Series of Covered Bonds, from the amounts received under the relevant Swap Agreement connected to such Series; (b) from the amounts reserved for such Series of Covered Bonds or such Swap Agreement pursuant to item (e) and (f) of the CBC Priority of Payments (as applicable) on the immediately preceding CBC Payment Date; and (c) in respect of a Series of Covered Bonds, to the extent not so paid in full following application of the funds available in accordance with (i) and (ii) above, from the amounts as were credited to the CBC Account in accordance with item (i) of the CBC Priority of Payments on the immediately preceding CBC Payment Date. 12.6 Any amounts drawn under the Subordinated Loan will either be deposited by the CBC on the Reserve Account to fund the Reserve Account up to the Reserve Account Required Amount or be used to fund the Initial Purchase Price for the Mortgage Receivables or the New Mortgage Receivables or the Substitution Assets in each case outside the CBC Priority of Payments.

Cashflows. 12.1 On each CBC Payment Date prior (a) Subject to Section 9.8 of the Guarantor Agreement and to Section 4.3(b) below, the Cash Manager is hereby authorized to collect, receive and hold the following amounts for and on behalf of the Guarantor: (i) all Revenue Receipts; (ii) all Principal Receipts; (iii) all Cash Capital Contributions; (iv) all amounts received by the Guarantor pursuant to the service Interest Rate Swap Agreement; and (v) any other amounts whatsoever received by or on behalf of the Guarantor after the date hereof (including, without limitation, the proceeds of any advances made to the Guarantor under the Intercompany Loan where such proceeds have not been applied to acquire the Initial Covered Bond Portfolio or additional Covered Bond Portfolios, fund Additional Loan Advances in respect of Loans sold by the Seller to the Guarantor, invest in Substitute Assets up to the prescribed limit or make a CBC Acceleration Notice Capital Distribution pursuant to the CBC terms of the Guarantor Agreement); (b) The Cash Manager shall apply cause all transfers, payments and/or withdrawals, as applicable, of amounts held by the Interest Available Amount Cash Manager for and on behalf of the Guarantor and amounts standing to the credit of the Transaction Account (or, as applicable, the Standby Transaction Account) and the Principal Available Amount GDA Account (or, as applicable, the Standby GDA Account) to be made in accordance with Clause 13 the provisions of this Trust DeedAgreement, the Guarantor Agreement, the Bank Account Agreement or, as applicable, the Standby Bank Account Agreement and/or, as applicable, the Security Agreement. 12.2 After (c) Prior to (i) a downgrade in the service ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager by a CBC Acceleration Notice Rating Agency below the Security Trustee Cash Management Deposit Ratings, or (ii) a Covered Bond Guarantee Activation Event, funds held by the Cash Manager for or on behalf of the Guarantor shall apply any amounts recovered by it, be used to make payments on or before the next following Guarantor Payment Date in accordance with Clause 14 Article 6 (Priorities of this Trust Deed subject to Clause 12.3. 12.3 Any Swap Collateral Amounts Payment) of the Guarantor Agreement and following any such payments to be provided by a Swap Counterparty will be delivered directly made on the Guarantor Payment Date any remaining amounts held by the relevant Swap Counterparty to Cash Manager for or on behalf of the CBC irrespective of whether any Assignment Notification Event has occurred or a Breach of Asset Cover Test Notice (which is not remedied) or a Notice to Pay or a CBC Acceleration Notice has been served at such time on the CBC and, accordingly, any Collateral Return Payments Guarantor shall be made directly by deposited in the CBC GDA Account (or, if the Standby GDA Account, as applicable). (d) In the event of a downgrade in the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager by a Rating Agency below the Cash Management Deposit Ratings, or a Covered Bond Guarantee Activation Event, the Cash Manager will be required to immediately (i) direct the Servicer to deposit all Revenue Receipts and Principal Receipts received by the Servicer directly into the GDA Account (or, as applicable, the Standby GDA Account) within the applicable time period specified for such deposit by the Security TrusteeServicer in accordance with the terms of the Servicing Agreement, and (ii) transfer any amounts held by the Cash Manager for and on behalf of the Guarantor to the relevant Swap CounterpartyTransaction Account or the GDA Account, outside as applicable, within five Toronto Business Days (inclusive of any cure periods that may otherwise be available). (e) For greater certainty, as soon as reasonably practicable after becoming aware of the CBC Priority of Payments (orsame, the Cash Manager may, and shall, withdraw monies from, as the case may be, the Post CBC Acceleration Notice Priority of Payments). 12.4 In GDA Account or the event the non-exercise by the Security Trustee of its disclosed rights of pledge on the Pledged Assets is withdrawn in accordance with Clause 6.2 of the Security Trustee Rights Pledge Agreement Transaction Account (or other Pledge Agreements on Transferred Assets other than Mortgage Receivables and Beneficiary Rights)or, or any notification as referred to in Clause 7.1 of the Security Trustee Receivables Pledge Agreement has been made on the basis of the occurrence of any Security Trustee Pledge Notification Eventapplicable, the Security Trustee shall transfer all moneys received Standby GDA Account or recovered pursuant to the Pledge Agreements to the Security Standby Transaction Account. All moneys received by the Security Trustee after the occurrence of an Assignment Notification Event, but prior to any notification as referred to in Clause 7.1 of the Security Trustee Receivables Pledge Agreement, shall be applied by the Security Trustee as provided in Clause 13 of this Trust Deed. Any of the events, set forth in this Clause 12.4, the Security Trustee, until the service of a CBC Acceleration Notice, (i) shall have the right to apply all moneys received or recovered towards satisfaction of the amounts due by the CBC in accordance with Clause 13 of this Trust Deed, or (ii) may at its option, from time to time, for the sole purpose of enabling the CBC to make payments in accordance with Clause 13, pay or procure the payment of certain amounts from the Security Account to the CBC, whilst it may at its option for that sole purpose terminate (opzeggen) its right of pledge in respect of the amounts so paid. 12.5 Notwithstanding Clause 13, amounts in respect of interest if and principal on a Series of Covered Bonds and, in respect of Swap Agreements (if any), may also become due and payable during a CBC Payment Period. The CBC may and shall pay such amounts on the date on which they become due and payable from the following amounts to the extent available: (a) in respect of a Series of Covered Bonds, to the extent that the CBC has entered into a Swap Agreement with respect such monies were credited thereto in error and shall use its reasonable endeavours to ensure that such Series of Covered Bonds, from the amounts received under the relevant Swap Agreement connected to such Series;monies are applied correctly thereafter. (b) from the amounts reserved for such Series of Covered Bonds or such Swap Agreement pursuant to item (e) and (f) The Cash Manager shall promptly notify each of the CBC Priority Guarantor and the Bond Trustee of Payments any additional account which supplements or replaces any of the Guarantor Accounts. (g) Each of the Cash Manager and the Guarantor undertakes that, so far as it is able to cause the same, each of the Guarantor Accounts and all instructions and mandates in relation thereto will continue to be operative and will not, save as permitted pursuant to the Bank Account Agreement or, as applicable) , the Standby Bank Account Agreement, be changed without the prior written consent of the Bond Trustee (such consent not to be unreasonably withheld or delayed provided that where any Guarantor Account is to be changed, such replacement account is subject to security in favour of the Bond Trustee on substantially the immediately preceding CBC Payment Date; and (c) same terms as the security over the Guarantor Accounts granted to the Bond Trustee pursuant to the terms of the Security Agreement). For the avoidance of doubt, the Cash Manager may change the Authorized Signatories in respect of a Series of Covered Bonds, any instructions or mandates relating to the extent not so paid in full following application Guarantor, without the prior written consent of the funds available Bond Trustee, in accordance with (i) and (ii) above, from the amounts as were credited to the CBC Account in accordance with item (i) Section 3.2 of the CBC Priority of Payments on Bank Account Agreement and, as applicable, the immediately preceding CBC Payment Datecorresponding section in the Standby Bank Account Agreement. 12.6 Any amounts drawn under the Subordinated Loan will either be deposited by the CBC on the Reserve Account to fund the Reserve Account up to the Reserve Account Required Amount or be used to fund the Initial Purchase Price for the Mortgage Receivables or the New Mortgage Receivables or the Substitution Assets in each case outside the CBC Priority of Payments.