Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur: (i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or (ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; (iii) an Insolvency Event occurs in respect of the Cash Manager; or (iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice. (b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event. (c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager). (d) Any substitute cash manager: (i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and (ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and (iii) will be subject to the prior written approval of the Security Trustee.
Appears in 6 contracts
Samples: Cash Management Agreement, Cash Management Agreement, Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(ia) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) five London Business Days after the earlier of the Cash Manager becoming aware of such default and or receipt by the Cash Manager of written notice from the Issuer or (following Mortgages Trustee and/or Funding Companies and/or the service of a Note Acceleration Notice) the Funding Security Trustee, as the case may be, Trustees requiring the same default to be remedied; or
(iib) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which is, in the reasonable opinion of the Note Trustee as notified to the Security Trustee is Trustees, materially prejudicial to the interests of the Noteholders holders of any Notes and (subject to Clause 24.6 (Interests if capable of Secured Creditorsremedy) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) 20 London Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following Mortgages Trustee and/or any Funding Company and/or the service of a Note Acceleration Notice) the Funding Security Trustee, as the case may be, Trustees requiring the same Cash Manager’s non- compliance to be remedied;
(iiic) the Cash Manager suffers an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade)Event, then the Issuer, prior to Funding Companies and/or the delivery of a Note Acceleration Notice Seller (with the prior written consent of the Funding Security TrusteeTrustees) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, at once or at any time thereafter while may for so long as such default continues continues, by notice in writing to the Cash Manager immediately terminate its appointment as of the Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) . Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Manager, the Issuer shall Funding Companies and/or the Seller (with prior written consent of the Funding Security Trustees) agree to use their reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a manager. Any such substitute cash manager).
(d) Any substitute cash manager:
(i) must agree manager will be required to enter into an a cash management agreement on substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and
(ii) must be a party that appointment of such substitute cash manager and all other documentation is conditional upon the Rating Agencies have having previously confirmed in writing to the Issuer and the Security Trustee will not cause that the then current ratings rating of any Rated Notes then outstanding or any rated debt instruments of a Funding Company (if applicable) then outstanding will not be downgraded, withdrawn or qualified as a result of the Class A Notes to be adversely affected; and
appointment (iii) will be subject to the prior written approval it being acknowledged that none of the Security TrusteeRating Agencies has any obligation to provide such confirmation at any time and that, pursuant to Condition 16, the confirmation of one of the Rating Agencies may be sufficient for such purpose in respect of the Issuer Notes) (unless the relevant classes of Noteholders otherwise agree by an Extraordinary Resolution).
Appears in 3 contracts
Samples: Cash Management Agreement, Cash Management Agreement, Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events ("Cash Manager Termination Events") shall occur:
(ia) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.4 (Payments) and 4.5 (Withdrawals) herein and such default continues unremedied for a period of seven five (75) London Business Days after the earlier of the Cash Manager becoming aware of such default and receiving written notice of such default from the Funding Security Trustees requiring the same to be remedied;
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which:
(i) in the opinion of the Security Trustee, is materially prejudicial to the interests of the holders of the Notes issued by the Funding Issuers from time to time; or
(ii) in the opinion of the Funding 2 Security Trustee, is materially prejudicial to the interests of the holders of the Notes issued by the Funding 2 Issuers from time to time; and such default continues unremedied for a period of twenty (20) days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice of such default from the Issuer or (following the service of a Note Acceleration Notice) the Funding Security Trustee, as the case may be, Trustees requiring the same to be remedied; or
(iic) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;
(iii) suffers an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade)Event, then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Mortgages Trustee) or, following the delivery of a Note Acceleration Notice, the Funding Beneficiaries and/or the Funding Security Trustee may, Trustees may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager with a copy to the Account Bank terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify 12.1.1 Following the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware delivery of a Cash Manager Termination Event.
(c) Upon notice of termination of the appointment of to the Cash Manager pursuant of the termination of its appointment under this Agreement, each of the Funding Security Trustees shall, subject to this Clause 12.1the terms of the Controlling Beneficiary Deed, the Issuer shall use its reasonable endeavours to appoint a substitute cash manager (but shall have with such appointment to become effective no liability to any person in later than the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managereffective date of the termination).
(d) . Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer Mortgages Trustee, the Funding Beneficiaries and the Funding Security Trustee; Trustees, and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer Mortgages Trustee, each Funding Beneficiary and the each Funding Security Trustee will not cause the then then-current ratings of the Class A Notes issued by any Issuer to be adversely affected; and
(iii) will be reduced, withdrawn or qualified. The Funding Security Trustees shall have no liability to any person in the event that, having used reasonable endeavours, subject to the prior written approval terms of the Controlling Beneficiary Deed, they are unable to appoint a substitute cash manager. Notwithstanding any other provision of the Transaction Documents, neither Funding Security TrusteeTrustee shall itself be required to perform any duties of the Cash Manager. The Funding Security Trustees shall not be obliged to monitor or supervise the performance by any substitute Cash Manager of its duties hereunder or in relation to the other Transaction Documents nor shall the Funding Security Trustees be responsible or liable for any act or omission of any substitute Cash Manager or for any loss caused thereby.
Appears in 3 contracts
Samples: Cash Management Agreement (Granite Finance Trustees LTD), Cash Management Agreement (Granite Finance Funding 2 LTD), Cash Management Agreement (Granite Finance Funding 2 LTD)
Cash Manager Termination Events. (a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of seven five (75) Toronto Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied; or;
(ii) default is made by the Cash Manager in the performance or observance of any of its covenants and obligations, or a breach by the Cash Manager is made of any of its representations and warranties, respectively, under Sections 4.1(e), 12.1(a), (b), (d), (e) or (f);
(iii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) Agreement and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied;
(iiiiv) the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager from one or more Rating Agencies fall below the Cash Manager Required Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which (x) has satisfied the Rating Agency Condition, and (y) is rated at or above the Cash Manager Required Ratings by each Rating Agency, within 30 Toronto Business Days of the first downgrade below such Cash Manager Required Ratings by a Rating Agency);
(v) an Insolvency Event occurs in respect of the Cash Manager; or
(ivvi) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement provided that the Cash Manager on Downgrade)is the Issuer or an Affiliate of the Issuer, an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed, then the Issuer, prior to Guarantor and/or the delivery of a Note Acceleration Notice Bond Trustee (with the written consent of the Security Trusteex) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager or, (y) in the case of the occurrence of a Cash Manager Termination Event described in paragraph (iv) above at any time that the Guarantor is not Independently Controlled and Governed, shall, terminate its the appointment as of the Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph (iii) shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders.
(b) The Cash Manager shall notify Upon the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware occurrence of a Cash Manager Termination EventEvent described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations of such guarantor.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Section 14.1, the Issuer Guarantor shall use its reasonable endeavours to appoint a substitute cash manager Substitute Cash Manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managerSubstitute Cash Manager).
(d) . Any substitute cash managerSubstitute Cash Manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer Guarantor and the Security Bond Trustee; and, all in compliance with the CMHC Guide and which agreement shall include a covenant of such Substitute Cash Manager to comply with the provisions of, and perform its obligations under, the CMHC Guide;
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeBond Trustee (such consent not to be unreasonably withheld) and satisfaction of the Rating Agency Condition;
(iii) must have ratings on its unsecured, unsubordinated and unguaranteed debt obligations that meet or exceed the Cash Manager Required Ratings from each Rating Agency; and
(iv) shall accede to the terms of any Transaction Document pursuant to which the Cash Manager is obligated to perform services, including the Intercompany Loan Agreement.
Appears in 2 contracts
Samples: Cash Management Agreement, Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events ("Cash Manager Termination Events") shall occur:
(ia) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.4 and 4.5 herein and such default continues unremedied for a period of seven five (75) London Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of receiving written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Trustee requiring the same to be remedied; or;
(iib) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee (acting at the direction of the Note Trustee) is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty twenty (3020) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Trustee requiring the same to be remedied;
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(ivc) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement the Cash Manager on Downgrade)suffers an Insolvency Event, then Funding, the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, Mortgages Trustee and/or the Security Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager with a copy to the Account Bank terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon 12.1. 1Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Manager, the Issuer shall Security Trustee agrees to use its reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) . Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer Mortgages Trustee, Funding and the Security Trustee; , and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer Mortgages Trustee, Funding and the Security Trustee will not cause the then then-current ratings of the Class A Notes to be adversely affected; and
(iii) will downgraded, withdrawn or qualified. The Security Trustee shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager. In any event, the Security Trustee shall only be subject required to use its reasonable endeavours to appoint such substitute cash manager. Notwithstanding any other provision of the Transaction Documents, the Security Trustee shall not itself be required to perform any duties of the Cash Manager. The Security Trustee shall not be obliged to monitor or supervise the performance by any substitute Cash Manager of its duties hereunder or in relation to the prior written approval of other Transaction Documents nor shall the Security TrusteeTrustee be responsible or liable for any act or omission of any substitute Cash Manager or for any loss caused thereby.
Appears in 2 contracts
Samples: Cash Management Agreement (Granite Mortgages 03-2 PLC), Cash Management Agreement (Granite Mortgages 03-1 PLC)
Cash Manager Termination Events. (a) If any of the following events (each a “Cash Manager Termination EventsEvent”) shall occuroccurs:
(i) default is made by the Cash Manager defaults in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of seven five (75) Canadian Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied; or
(ii) default is made by the Cash Manager defaults in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion or any representation or warranty of the Note Trustee as notified to the Security Trustee Cash Manager is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) incorrect and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;misrepresentation; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or;
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement Rating Agency downgrading or withdrawing the issuer default rating or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager, as contemplated in Clause 13 (Appointment of a Replacement applicable, below the Cash Manager on DowngradeRequired Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement from a credit support provider whose unsecured, unguaranteed and unsubordinated debt ratings and issuer default ratings, as applicable, meet the requirements of the relevant Rating Agencies (including the Cash Manager Required Ratings) within thirty (30) days of the first downgrade below any of the Cash Manager Required Ratings); or
(v) an Issuer Event of Default (A) occurs and is continuing, or (B) has previously occurred and is continuing, at any time that the Guarantor is Independently Controlled and Governed (provided that the Cash Manager is the Issuer or an Affiliate thereof), then the Issuer, prior to Guarantor and/or the delivery of a Note Acceleration Notice Bond Trustee (with the written consent of the Security Trusteex) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager or (y) in the case of an occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(iv) above at any time that the Guarantor is not Independently Controlled and Governed, shall, terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph 14.1(a)(ii) above in respect of the Cash Manager’s default in the performance or observance of any of its covenants and obligations under this Agreement shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders.
(b) The Cash Manager shall notify Upon the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware occurrence of a Cash Manager Termination EventEvent described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations of such guarantor or its issuer default rating, as applicable.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Section 14.1, the Issuer shall Guarantor will use commercially reasonable endeavours efforts to appoint a substitute cash manager Substitute Cash Manager (but shall will have no liability to any person Person in the event that, having used commercially reasonable endeavours, it is unable to appoint a substitute cash managerSubstitute Cash Manager).
(d) Any substitute cash managerSubstitute Cash Manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer Guarantor and the Security Bond Trustee; and;
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer cash management experience and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be is subject to the prior written approval of the Security TrusteeGuarantor and the Bond Trustee (such consent not to be unreasonably withheld, delayed or made subject to conditions); and
(iii) must be a party with respect to which the Rating Agency Condition has been satisfied.
Appears in 2 contracts
Samples: Cash Management Agreement (BMO Covered Bond Guarantor Limited Partnership), Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager defaults in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clause 4.3 (Bank Accounts) and paragraph (f) of Schedule 1 and such default continues unremedied for a period of seven (7) three London Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Trustee requiring the same to be remedied; or
(ii) default is made by the Cash Manager defaults in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) Creditors and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Trustee requiring the same to be remedied;; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, LLP and/or the Security Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.111.1, the Issuer shall LLP agrees to use its reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) . Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer LLP and the Security Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer LLP and the Security Trustee will not cause the then current ratings of the Class A Notes Covered Bonds to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeTrustee (such consent not to be unreasonably withheld, delayed or made subject to conditions).
Appears in 2 contracts
Samples: Cash Management Agreement, Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of seven three (73) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied; or;
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.3 of this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied;
(iii) the ratings or assessments, as applicable, of the Cash Manager fall below the Cash Manager Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which has received Rating Agency Confirmation, within 30 Business Days of the first downgrade below such Cash Manager Ratings by a Rating Agency);
(iv) an Insolvency Event occurs in respect of the Cash Manager; or;
(ivv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment the Bank or an Affiliate of a Replacement the Bank is the Cash Manager on Downgrade)and an Issuer Event of Default has occurred and is continuing, then the Issuer, prior to Guarantor LP and/or the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Bond Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Section 14.1, the Issuer Guarantor LP shall use its reasonable endeavours to appoint a substitute cash manager Substitute Cash Manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managerSubstitute Cash Manager).
(d) . Any substitute cash managerCash Manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Issuer Guarantor LP and the Security Bond Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeBond Trustee (such consent not to be unreasonably withheld) and Rating Agency Confirmation.
Appears in 2 contracts
Samples: Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership), Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following follow ing the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Issuer (prior to the delivery of a Note Trustee as notified to Enforcement Notice) or the Security Trustee acting on the instructions of the Note Trustee (after the delivery of a Note Acceleration Notice) is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up bac k -up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent c onsent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) three Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) 30 Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied;; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement it becomes unlawful for the Cash Manager on Downgrade)to perform its obligations under this Agreement or under any other Transaction Document, then the Issuer, prior to the delivery of a Note Acceleration Notice an Enforcement Notice, the Issuer (with the written consent of the Security Trustee) or), or following the delivery of a Note Acceleration an Enforcement Notice, the Security Trustee Trustee, may, at once or at any time thereafter while such default continues continues, by notice in writing to the Cash Manager (with a copy to the Security Trustee if such notice is delivered by the Issuer), terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. In determining whether to give or withhold consent to the noticetermination of the Cash Manager by the Issuer, the Security Trustee will have regard to factors including, inter alia, the availability of a substitute cash manager.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person that satisfies the conditions set forth in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager)Clause 12.1(c) below.
(dc) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to with the Issuer on terms commercially acceptable in the market, pursuant to which the substitute cash manager agrees to assume and perform all material duties and obligations of the Security Trustee; andCash Manager under the Cash Management Agreement;
(ii) must be a party that the Rating Agencies have previously confirmed by whatever means such Rating Agencies consider appropriate (provided that the Issuer is permitted to and does confirm in writing (including by email) to the Issuer and the Security Trustee that such confirmation has been obtained) the appointment of which will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events ("Cash Manager Termination Events") shall occur:
(ia) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Clauses 4.4 (Payments) and 4.5 (Withdrawals) herein and such default continues unremedied for a period of seven five (75) London Business Days after the earlier of the Cash Manager becoming aware of such default and receiving written notice from the Funding Security Trustees requiring the same to be remedied;
(b) default is made by the Cash Manager in the performance or observance of any of its other covenants and material obligations under this Agreement or any of the other Transaction Documents, which:
(i) in the opinion of the Security Trustee, is materially prejudicial to the interests of the holders of the Notes issued by the Funding Issuers from time to time; or
(ii) in the opinion of the Funding 2 Security Trustee, is materially prejudicial to the interests of the holders of the Notes issued by the Funding 2 Issuers from time to time; and such default continues unremedied for a period of twenty (20) days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Funding Security Trustee, as the case may be, Trustees requiring the same to be remedied; or
(iic) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;
(iii) suffers an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade)Event, then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Mortgages Trustee) or, following the delivery of a Note Acceleration Notice, the Funding Beneficiaries and/or the Funding Security Trustee may, Trustees may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager with a copy to the Account Bank terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement (Granite Finance Trustees LTD)
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Issuer (prior to the delivery of a Note Trustee as notified to Enforcement Notice) or the Security Trustee acting on the instructions of the Note Trustee (after the delivery of a Note Acceleration Notice) is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 14 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.113.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other material covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security TrusteeTrustee in its absolute discretion, as the case may be, requiring the same to be remedied;; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), . then the Issuer, prior to the delivery of a Note Acceleration Notice the Issuer (with the written consent of the Security Trustee) or, or following the delivery of a Note Acceleration Notice, Notice the Security Trustee may, at once or at any time thereafter while such default continues by notice in writing to the Cash Manager (with a copy to the Security Trustee) terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.111.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to Agreement, provided that (A) where the Issuer and determines that it is not practicable, taking into account the Security Trustee; and
(ii) must be a party that then prevailing market conditions, to agree terms substantially similar to those set out in this Agreement, the Rating Agencies Issuer shall have previously confirmed certified in writing to the Issuer Security Trustee that, to the extent the terms are not substantially similar as aforementioned, such terms are fair and commercial terms taking into account the then prevailing current market conditions, which certificate shall be conclusive and binding on all parties and the Secured Creditors and (B) the Security Trustee will shall not cause be obliged to enter into any such arrangements if to do so would, in the then current ratings sole opinion of the Class A Notes to be adversely affected; andSecurity Trustee, have the effect of increasing the obligations or duties, or decreasing the protections, of the Security Trustee in the Transaction Documents and/or the Conditions;
(iiiii) will be subject to the prior written approval of the Security Trustee; and
(iii) shall have the requisite cash management experience to perform the functions to be given to it under this Agreement and is approved by the Issuer and the Security Trustee.
(e) Notwithstanding Clause 11.1(a), the termination of the appointment of the Cash Manager shall not take effect and the Cash Manager shall not be released from its obligations under the relevant provisions of this Agreement until such substitute cash manager has entered into such new agreement as is referred to in Clause 11.1(d)(i) and the rights of the Issuer under such agreement are charged in favour of the Security Trustee on terms satisfactory to the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events.
(a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) three Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) 30 Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied;; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement it becomes unlawful for the Cash Manager on Downgrade)to perform its obligations under this Agreement or under any other Transaction Document, then the Issuer, prior to the delivery of a Note Acceleration Notice an Enforcement Notice, the Issuer (with the written consent of the Security Trustee) or), or following the delivery of a Note Acceleration an Enforcement Notice, the Security Trustee Trustee, may, at once or at any time thereafter while such default continues continues, by notice in writing to the Cash Manager (with a copy to the Security Trustee if such notice is delivered by the Issuer), terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. In determining whether to give or withhold consent to the noticetermination of the Cash Manager by the Issuer, the Security Trustee will have regard to factors including, inter alia, the availability of a substitute cash manager.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person that satisfies the conditions set forth in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager)Clause 12.1(c) below.
(dc) Any substitute cash manager:manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to with the Issuer on terms commercially acceptable in the market, pursuant to which the substitute cash manager agrees to assume and perform all material duties and obligations of the Security Trustee; andCash Manager under the Cash Management Agreement;
(ii) (if Class A Notes remain outstanding) must be a party that the Rating Agencies have previously confirmed by whatever means such Rating Agencies consider appropriate (provided that the Issuer is permitted to and does confirm in writing (including by email) to the Issuer and the Security Trustee that such confirmation has been obtained) the appointment of which will not cause the then current ratings of the Class A Notes to be adversely affectedaffected unless the Security Trustee or the relevant Class or Classes of Noteholders (acting by way of an Extraordinary Resolution) otherwise agree; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager defaults in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under paragraph (e) of Schedule 1 and such default continues unremedied for a period of seven (7) three Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Representative requiring the same to be remedied; or
(ii) default is made by the Cash Manager defaults in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee Representative is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) Covered Bondholders and such default continues unremedied for a period of thirty (30) Business Days 20 days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Representative requiring the same to be remedied;; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to Fund and/or the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, Representative may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.111.1, the Issuer shall Fund agrees to use its reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager).
(d) . Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer Fund and the Security TrusteeRepresentative; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeRepresentative (such consent not to be unreasonably withheld, delayed or made subject to conditions).
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of seven five (75) Toronto Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied; or;
(ii) default is made by the Cash Manager in the performance or observance of its covenants and obligations, or a breach by the Cash Manager is made of its representations and warranties, respectively, under Sections 12.1(a), (b), (d), (e) or (f);
(iii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) Agreement and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied;
(iiiiv) the issuer default rating or the unsecured, unsubordinated and unguaranteed debt obligations, as applicable, of the Cash Manager fall below the Cash Manager Required Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which has received Rating Agency Confirmation, within 30 Toronto Business Days of the first downgrade below such Cash Manager Required Ratings by a Rating Agency);
(v) an Insolvency Event occurs in respect of the Cash Manager; or
(ivvi) a third party an Issuer Event of Default (A) occurs and is continuing, or (B) has commenced providing cash management services pursuant to previously occurred and is continuing, at any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade)time that the Guarantor is Independently Controlled and Governed, then the Issuer, prior to Guarantor and/or the delivery of a Note Acceleration Notice Bond Trustee (with the written consent of the Security Trusteex) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager or, (y) in the case of the occurrence of a Cash Manager Termination Event described in paragraph (iv) above at any time that the Guarantor is not Independently Controlled and Governed, shall, terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice; provided that any termination resulting from the occurrence of a Cash Manager Termination Event described in paragraph (iii) shall be subject to the consent of the Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that such termination would be materially prejudicial to the interests of the Covered Bondholders.
(b) The Cash Manager shall notify Upon the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware occurrence of a Cash Manager Termination EventEvent described in paragraph 14.1(a)(iv) that is cured as provided for therein, the Guarantor shall forthwith notify CMHC of the identity of the guarantor of the Cash Manager’s obligations and the ratings by each of the Rating Agencies of the short-term, unsecured, unsubordinated and unguaranteed debt obligations of such guarantor.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Section 14.1, the Issuer Guarantor shall use its reasonable endeavours to appoint a substitute cash manager Substitute Cash Manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managerSubstitute Cash Manager).
(d) . Any substitute cash managerSubstitute Cash Manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Issuer Guarantor and the Security Bond Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeBond Trustee (such consent not to be unreasonably withheld) and Rating Agency Confirmation.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(i) default is made by the Cash Manager in the payment, on the due date, of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) three Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) 30 Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied;; or
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement it becomes unlawful for the Cash Manager on Downgrade)to perform its obligations under this Agreement or under any other Transaction Document, then the Issuer, prior to the delivery of a Note Acceleration Notice an Enforcement Notice, the Issuer (with the written consent of the Security Trustee) or), or following the delivery of a Note Acceleration an Enforcement Notice, the Security Trustee Trustee, may, at once or at any time thereafter while such default continues continues, by notice in writing to the Cash Manager (with a copy to the Security Trustee if such notice is delivered by the Issuer), terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in such notice. In determining whether to give or withhold consent to the noticetermination of the Cash Manager by the Issuer, the Security Trustee will have regard to factors including, inter alia, the availability of a substitute cash manager.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person that satisfies the conditions set forth in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash manager)Clause 12.1(c) below.
(dc) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to with the Issuer on terms commercially acceptable in the market, pursuant to which the substitute cash manager agrees to assume and perform all material duties and obligations of the Security Trustee; andCash Manager under the Cash Management Agreement;
(ii) (if Class A Notes remain outstanding) must be a party that the Rating Agencies have previously confirmed by whatever means such Rating Agencies consider appropriate (provided that the Issuer is permitted to and does confirm in writing (including by email) to the Issuer and the Security Trustee that such confirmation has been obtained) the appointment of which will not cause the then current ratings of the Class A Notes to be adversely affectedaffected unless the Security Trustee or the relevant Class or Classes of Noteholders (acting by way of an Extraordinary Resolution) otherwise agree; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (Cash Manager Termination Events) shall occur:
(ia) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement and such default continues unremedied for a period of seven (7) five London Business Days after the earlier of the Cash Manager becoming aware of such default and or receipt by the Cash Manager of written notice from the Issuer or (following Mortgages Trustee and/or Funding Companies and/or the service of a Note Acceleration Notice) the Funding Security Trustee, as the case may be, Trustees requiring the same default to be remedied; or
(iib) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which the Funding Security Trustees have been directed by the Issuer Security Trustee or New Issuer Security Trustee (as applicable) and the Issuer Security Trustee or New Issuer Security Trustee (as the case may be) has been directed in each case by the Issuer Note Trustee or New Issuer Note Trustee (as applicable) is, in the reasonable opinion of the Issuer Note Trustee or New Issuer Note Trustee (as notified to the Security Trustee is case may be), materially prejudicial to the interests of the Noteholders and (subject to Clause 24.6 (Interests if capable of Secured Creditorsremedy) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) 20 London Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following Mortgages Trustee and/or any Funding Company and/or the service of a Note Acceleration Notice) the Funding Security Trustee, as the case may be, Trustees requiring the same Cash Manager's non-compliance to be remedied;
(iii) an Insolvency Event occurs in respect of the Cash Manager; or
(ivc) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement the Cash Manager on Downgrade)suffers an Insolvency Event, then the Issuer, prior to Funding Companies and/or the delivery of a Note Acceleration Notice Seller (with the prior written consent of the Funding Security TrusteeTrustees) or, following the delivery of a Note Acceleration Notice, the Security Trustee may, at once or at any time thereafter while may for so long as such default continues is continuing, by notice in writing to the Cash Manager immediately terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) . Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Manager, the Issuer shall Funding Companies and/or the Seller (with prior written consent of the Funding Security Trustees) agree to use their reasonable endeavours to appoint a substitute cash manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a manager. Any such substitute cash manager).
(d) Any substitute cash manager:
(i) must agree manager will be required to enter into an a cash management agreement on substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and
(ii) must be a party that appointment of such substitute cash manager and all other documentation is conditional upon the Rating Agencies have having previously confirmed in writing to the Issuer and the Security Trustee will not cause that the then current ratings of the Class A any Rated Notes to then outstanding or any rated debt instruments of a Funding Company (if applicable) then outstanding will not be adversely affected; and
(iii) will be subject to the prior written approval downgraded, withdrawn or qualified as a result of the Security Trusteeappointment (it being acknowledged that none of the Rating Agencies has any obligation to provide such confirmation at any time and that the confirmation of one of the Rating Agencies may be sufficient for such purpose in respect of the Rated Notes) (unless the relevant Classes of Noteholders otherwise agree by an Extraordinary Resolution).
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of seven five (75) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied; or;
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Bond Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) Creditors and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied;
(iii) the short term, unsecured, unsubordinated and unguaranteed debt obligations of the Cash Manager fall below the Cash Manager Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which has received Rating Agency Confirmation, within 30 Business Days of the first downgrade below such Cash Manager Ratings by a Rating Agency); or
(iv) an Insolvency Event occurs in respect of the Cash Manager; or
(iv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement Cash Manager on Downgrade), then the Issuer, prior to Guarantor LP and/or the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Bond Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Section 14.1, the Issuer Guarantor LP shall use its reasonable endeavours to appoint a substitute cash manager Substitute Cash Manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managerSubstitute Cash Manager).
(d) . Any substitute cash managerCash Manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Issuer Guarantor LP and the Security Bond Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeBond Trustee (such consent not to be unreasonably withheld) and Rating Agency Confirmation.
Appears in 1 contract
Samples: Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership)
Cash Manager Termination Events. (a) If any of the following events (each a “Cash Manager Termination EventsEvent”) shall occur:
(iA) default is made by the Cash Manager in the paymentgiving of a payment instruction, on the due date, in respect of any payment due and payable upon its instruction pursuant to this Agreement (provided that in each case there are funds available for such payment standing to the credit of the relevant Accounts) and such default (where capable of remedy) continues unremedied for a period of five Business Days after the earlier of the Cash Manager becoming aware of such default and the receipt by it the Cash Manager of written notice from the Issuer (prior to the delivery of an Enforcement Notice) or the Trustee (after the delivery of an Enforcement Notice) as the case may be requiring the same to be remedied; or
(B) default is made by the Cash Manager in the performance or observance of any of its other material covenants and obligations under this the Cash Management Agreement and such default continues unremedied for a period of seven (7) 30 Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration an Enforcement Notice) the Security Trustee, as the case may be, requiring the same to be remedied; or
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, requiring the same to be remedied;
(iiiC) an Insolvency Event occurs in with respect of to the Cash Manager; or;
(ivD) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment of a Replacement it becomes unlawful for the Cash Manager on Downgrade)to perform or comply with its obligations under this Agreement or under any other Transaction Document, then the Issuer, Issuer (prior to the delivery of a Note Acceleration an Enforcement Notice (and with the prior written consent of the Security Trustee) or, following or the Trustee (after the delivery of a Note Acceleration an Enforcement Notice, the Security Trustee ) may, at once or at any time thereafter while when such default continues by upon becoming aware of the relevant Cash Manager Termination Event, deliver a notice in writing (a “Cash Manager Termination Notice”) of such Cash Manager Termination Event to the Cash Manager (with a copy to the Issuer or the Trustee, as applicable) to terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the noticeCash Manager Termination Notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
Notice (c) Upon termination of the appointment of “Cash Manager Termination Date”), provided that, the Cash Manager's appointment shall not be terminated until a successor Cash Manager pursuant to this has been appointed in accordance with Clause 12.1, the Issuer shall use reasonable endeavours to appoint a substitute cash manager 16 (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managerAppointment of Successor Cash Manager).
(d) Any substitute cash manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such terms as are satisfactory to the Issuer and the Security Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security Trustee.
Appears in 1 contract
Samples: Cash Management Agreement
Cash Manager Termination Events. (a) If any of the following events (“Cash Manager Termination Events”) shall occur:
(i) default is made by the Cash Manager in the payment, payment on the due date, date of any payment due and payable by it under this Agreement or in the performance of its obligations under Sections 4.3 and 4.4 hereof and such default continues unremedied for a period of seven three (73) Business Days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied; or;
(ii) default is made by the Cash Manager in the performance or observance of any of its other covenants and obligations under this Agreement (including the breach of any of its representations, warranties and covenants under Section 2.3 of this Agreement, which in the reasonable opinion of the Note Trustee as notified to the Security Trustee is materially prejudicial to the interests of the Noteholders (subject to Clause 24.6 (Interests of Secured Creditors) of the Deed of Charge) and such default continues unremedied for a period of thirty (30) Business Days days after the earlier of the Cash Manager becoming aware of such default and receipt by the Cash Manager of written notice from the Issuer or (following the service of a Note Acceleration Notice) the Security Trustee, as the case may be, Bond Trustee requiring the same to be remedied;
(iii) the short term, unsecured, unsubordinated and unguaranteed debt obligations, or issuer default ratings, as applicable, of the Cash Manager fall below the Cash Manager Ratings (unless the Cash Manager obtains an unconditional and unlimited guarantee of its obligations under this Agreement, from a credit support provider which has received Rating Agency Confirmation, within 30 Business Days of the first downgrade below such Cash Manager Ratings by a Rating Agency);
(iv) an Insolvency Event occurs in respect of the Cash Manager; or;
(ivv) a third party has commenced providing cash management services pursuant to any back-up cash management agreement as contemplated in Clause 13 (Appointment the Bank or an Affiliate of a Replacement the Bank is the Cash Manager on Downgrade)and an Issuer Event of Default has occurred and is continuing, then the Issuer, prior to Guarantor LP and/or the delivery of a Note Acceleration Notice (with the written consent of the Security Trustee) or, following the delivery of a Note Acceleration Notice, the Security Bond Trustee may, may at once or at any time thereafter while such default continues by notice in writing to the Cash Manager terminate its appointment as Cash Manager under this Agreement with effect from a date (not earlier than the date of the notice) specified in the notice.
(b) The Cash Manager shall notify the Issuer and Security Trustee as soon as reasonably practicable but in any event within seven (7) Business Days of becoming aware of a Cash Manager Termination Event.
(c) Upon termination of the appointment of the Cash Manager pursuant to this Clause 12.1Section 14.1, the Issuer Guarantor LP shall use its reasonable endeavours to appoint a substitute cash manager Substitute Cash Manager (but shall have no liability to any person in the event that, having used reasonable endeavours, it is unable to appoint a substitute cash managerSubstitute Cash Manager).
(d) . Any substitute cash managerCash Manager:
(i) must agree to enter into an agreement substantially on the same terms as the relevant provisions of this Agreement or on such other terms as are satisfactory to the Issuer Guarantor LP and the Security Bond Trustee; and
(ii) must be a party that the Rating Agencies have previously confirmed in writing to the Issuer and the Security Trustee will not cause the then current ratings of the Class A Notes to be adversely affected; and
(iii) will be subject to the prior written approval of the Security TrusteeBond Trustee (such consent not to be unreasonably withheld) and Rating Agency Confirmation.
Appears in 1 contract
Samples: Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership)
