Common use of General provisions relating to termination Clause in Contracts

General provisions relating to termination. (a) Termination of this Agreement or the appointment of a new Cash Manager under this Agreement shall be without prejudice to the liabilities of the Guarantor and the Bond Trustee to the Cash Manager or vice versa incurred before the date of such termination. The Cash Manager hereby agrees that it shall have no right of set-off or any lien in respect of such amounts against amounts held by it on behalf of the Guarantor or the Bond Trustee. (b) This Agreement shall, except as otherwise agreed between the Guarantor and the Cash Manager, terminate automatically at such time as the Guarantor’s obligations under the Covered Bond Guarantee have been discharged and the security constituted by the Security Agreement has been released. (c) On termination of the appointment of the Cash Manager under the provisions of this Section 14, the Cash Manager shall be entitled to receive all fees and other monies accrued up to (but excluding) the date of termination but shall not be entitled to any other or further compensation. Such monies so receivable by the Cash Manager, solely in its capacity as cash manager, shall be paid by the Guarantor, on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor Agreement and the Security Agreement. For the avoidance of doubt, such termination shall not affect the Bank’s rights, to receive payment of all amounts (if any) due to it from the Guarantor other than in its capacity as cash manager under this Agreement. (d) Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding any termination of this Agreement. (e) The Guarantor shall provide notice to CMHC of the termination or resignation of the Cash Manager and of the Cash Manager’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Cash Manager, all information relating to the replacement required by the CMHC Guide and a revised and amended copy of this Agreement with such replacement.

Appears in 4 contracts

Samples: Cash Management Agreement, Cash Management Agreement, Cash Management Agreement

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General provisions relating to termination. (a) Termination of this Agreement or the appointment of a new Cash Manager under this Agreement shall be without prejudice to the liabilities of the Guarantor and the Bond Trustee to the Cash Manager or vice versa incurred before the date of such termination. The Cash Manager hereby agrees that it shall have no right of set-off or any lien in respect of such amounts against amounts held by it on behalf of the Guarantor or the Bond Trustee. (b) This Agreement shall, except as otherwise agreed between the Guarantor and the Cash Manager, terminate automatically at such time as the Guarantor’s obligations under the Covered Bond Guarantee have been discharged and the security constituted by the Security Agreement has been released. (c) On termination of the appointment of the Cash Manager under the provisions of this Section 14, the Cash Manager shall be entitled to receive all fees and other monies accrued up to (but excluding) the date of termination but shall not be entitled to any other or further compensation. Such monies so receivable by the Cash Manager, solely in its capacity as cash manager, shall be paid by the Guarantor, on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor Agreement and the Security Agreement. For the avoidance of doubt, such termination shall not affect the Bank’s rights, to receive payment of all amounts (if any) due to it from the Guarantor other than in its capacity as cash manager under this Agreement. (d) Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding any termination of this Agreement. (e) The Guarantor shall provide notice to CMHC of the termination or resignation of the Cash Manager and of the Cash Manager’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Cash Manager, all information relating to the replacement required by the CMHC Guide and a revised and amended copy of this Agreement with such replacement.and

Appears in 3 contracts

Samples: Cash Management Agreement, Cash Management Agreement, Cash Management Agreement

General provisions relating to termination. (a) Termination of this Agreement or the appointment of a new Cash Manager under this Agreement shall be without prejudice to the liabilities of the Guarantor LP and the Bond Trustee to the Cash Manager or vice versa incurred before the date of such termination. The Cash Manager hereby agrees that it shall have no right of set-off or any lien in respect of such amounts against amounts held by it on behalf of the Guarantor LP or the Bond Trustee. (b) This Agreement shall, except as otherwise agreed between the Guarantor LP and the Cash Manager, terminate automatically at such time as the Guarantor’s Guarantor LP's obligations under the Covered Bond Guarantee have been discharged and the security constituted by the Security Agreement has been released. (c) On termination of the appointment of the Cash Manager under the provisions of this Section 14, the Cash Manager shall be entitled to receive all fees and other monies accrued up to (but excluding) the date of termination but shall not be entitled to any other or further compensation. Such monies so receivable by the Cash Manager, solely in its capacity as cash manager, shall be paid by the GuarantorGuarantor LP, on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor LP Agreement and the Security Agreement. For the avoidance of doubt, such termination shall not affect the Bank’s rights, to receive payment of all amounts (if any) due to it from the Guarantor LP other than in its capacity as cash manager under this Agreement. (d) Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding any termination of this Agreement. (e) The Guarantor shall provide notice to CMHC of the termination or resignation of the Cash Manager and of the Cash Manager’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Cash Manager, all information relating to the replacement required by the CMHC Guide and a revised and amended copy of this Agreement with such replacement.

Appears in 3 contracts

Samples: Cash Management Agreement, Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership), Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership)

General provisions relating to termination. (a) Termination of this Agreement or the appointment of a new the Cash Manager under this Agreement shall be without prejudice to the liabilities of the Guarantor Mortgages Trustee, Funding 1, Funding 2 and the Bond Security Trustee to the Cash Manager or vice versa incurred before the date of such termination. The Cash Manager hereby agrees that it shall have no right of set-off or any lien in respect of such amounts against amounts held by it on behalf of the Guarantor Mortgages Trustee, Funding 1, Funding 2 or the Bond Security Trustee. (b) This Agreement shall, except as otherwise agreed between the Guarantor and the Cash Manager, shall terminate automatically at such time as Funding 1 and Funding 2 have no further interest in the Guarantor’s Trust Property and the Intercompany Loans and the Master Intercompany Loan have been fully repaid or Funding 1's obligations under the Covered Bond Guarantee Intercompany Loans and Funding 2's obligations under the Master Intercompany Loan Agreement have been discharged and the security constituted by the Security Agreement has been releasedotherwise discharged. (c) On termination of the appointment of the Cash Manager under the provisions of this Section 14Clause 13, the Cash Manager shall be entitled to receive all fees and other monies accrued up to (but excluding) the date of termination but shall not be entitled to any other or further compensation. Such monies so receivable by the Cash Manager, solely in its capacity as cash manager, Manager shall be paid by the GuarantorMortgages Trustee, on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor Agreement and the Security AgreementFunding 1 Deed of Charge. For the avoidance of doubt, such termination shall not affect the Bank’s rights, Cash Manager's rights to receive payment of all amounts (if any) due to it from the Guarantor Mortgages Trustee, Funding 1 or Funding 2 other than in its capacity as cash manager under this Agreement. (d) Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding any termination of this Agreementtermination. (e) The Guarantor shall provide notice to CMHC of the termination or resignation of the Cash Manager and of the Cash Manager’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Cash Manager, all information relating to the replacement required by the CMHC Guide and a revised and amended copy of this Agreement with such replacement.

Appears in 1 contract

Samples: Cash Management Agreement (Permanent Funding (No. 2) LTD)

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General provisions relating to termination. (a) 14.4.1 Termination of this Agreement or the appointment of a new Cash Manager under this Agreement shall be without prejudice to the liabilities of the Guarantor and the Bond Trustee to the Cash Manager or vice versa incurred before the date of such termination. The Cash Manager hereby agrees that it shall have no right of compensation or set-off or any lien in respect of such amounts against amounts held by it on behalf of the Guarantor or the Bond Trustee. (b) 14.4.2 This Agreement shall, except as otherwise agreed between the Guarantor and the Cash Manager, terminate automatically at such time as the Guarantor’s 's obligations under the Covered Bond Guarantee have been discharged and the security constituted by the Security Agreement and the Security Documents has been released. (c) 14.4.3 On termination of the appointment of the Cash Manager under the provisions of this Section 14, the Cash Manager shall be entitled to receive all fees and other monies accrued up to (but excluding) the date of termination but shall not be entitled to any other or further compensation. Such monies so receivable by the Cash Manager, solely in its capacity as cash manager, shall be paid by the Guarantor, Guarantor on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor Limited Partnership Agreement and the Security Agreement. For the avoidance of doubt, such termination shall not affect the BankCCDQ’s rights, to receive payment of all amounts (if any) due to it from the Guarantor other than in its capacity as cash manager under this Agreement. (d) 14.4.4 Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding any termination of this Agreement. (e) 14.4.5 The Guarantor shall provide notice to CMHC of the termination or resignation of the Cash Manager and of the Cash Manager’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Montreal Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided no later than 10 Montreal Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Cash Manager, all information relating to the replacement required by the CMHC Guide and a revised and amended copy of this Agreement with such replacement.

Appears in 1 contract

Samples: Cash Management Agreement

General provisions relating to termination. (a) Termination of this Agreement or the appointment of a new Cash Manager under this Agreement shall be without prejudice to the liabilities of the Guarantor LP and the Bond Trustee to the Cash Manager or vice versa incurred before the date of such termination. The Cash Manager hereby agrees that it shall have no right of set-off set‑off or any lien in respect of such amounts against amounts held by it on behalf of the Guarantor LP or the Bond Trustee. (b) This Agreement shall, except as otherwise agreed between the Guarantor LP and the Cash Manager, terminate automatically at such time as the Guarantor’s Guarantor LP's obligations under the Covered Bond Guarantee have been discharged and the security constituted by the Security Agreement has been released. (c) On termination of the appointment of the Cash Manager under the provisions of this Section 14, the Cash Manager shall be entitled to receive all fees and other monies accrued up to (but excluding) the date of termination but shall not be entitled to any other or further compensation. Such monies so receivable by the Cash Manager, solely in its capacity as cash manager, shall be paid by the GuarantorGuarantor LP, on the dates on which they would otherwise have fallen due hereunder and under the terms of the Guarantor LP Agreement and the Security Agreement. For the avoidance of doubt, such termination shall not affect the Bank’s rights, to receive payment of all amounts (if any) due to it from the Guarantor LP other than in its capacity as cash manager under this Agreement. (d) Any provision of this Agreement which is stated to continue after termination of the Agreement shall remain in full force and effect notwithstanding any termination of this Agreement. (e) The Guarantor shall provide notice to CMHC of the termination or resignation of the Cash Manager and of the Cash Manager’s replacement contemporaneously with the earlier of (i) notice of such termination or resignation and replacement to a Rating Agency, (ii) notice of such termination or resignation and replacement being provided to or otherwise made available to Covered Bondholders and (iii) five Business Days following such termination or resignation and replacement (unless the replacement has yet to be identified at that time, in which case notice of the replacement may be provided no later than 10 Business Days thereafter). Any such notice shall include (if known) the reasons for the termination or resignation of the Cash Manager, all information relating to the replacement required by the CMHC Guide and a revised and amended copy of this Agreement with such replacement.

Appears in 1 contract

Samples: Cash Management Agreement (RBC Covered Bond Guarantor Limited Partnership)

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