Common use of PROVISION OF INFORMATION TO THE ASSET MONITOR Clause in Contracts

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests or representations made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 3 contracts

Samples: Asset Monitor Agreement, Asset Monitor Agreement, Asset Monitor Agreement

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PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation) terms of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor withapplicable: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 2 (Asset Coverage Test) of the Guarantor LP Agreement on the relevant Calculation Date and the constituent figures used in the calculations of items A and F described in such Schedule in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A and F provided in accordance with this Section 3.1(a); (b) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 3 (Valuation Calculation) of the Guarantor LP Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) Date and the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement such Annex in order to test the arithmetical accuracy of the figure figures used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; andthis Section 3.1(b); (c) the Trading Value figures used by the Cash Manager for items A, B, C and D described in Schedule 2 (Amortization Test) of the aggregate Principal Amount Outstanding Guarantor LP Agreement on the relevant Calculation Date and the constituent figures used in the calculations of items A and D described in such Schedule in order to test the arithmetical accuracy of the Covered Bonds figures used by the Cash Manager for item A provided in accordance with this Section 3.1(c); and (d) the ACT Liability Value or AT Liability Value, as applicable, as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance 3.2 The Issuer shall comply with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall obligations to provide access to information to the Asset Monitor in accordance with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, terms of the Issuer by each Guide including Section 7.4 of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateGuide. 3.5 3.3 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Issuer, the Guarantor LP and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager any such person of information pursuant to the terms of this AgreementAgreement provided such instructions do not conflict with the Guide. 3.6 3.4 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor LP (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 3 contracts

Samples: Asset Monitor Agreement (RBC Covered Bond Guarantor Limited Partnership), Asset Monitor Agreement, Asset Monitor Agreement (RBC Covered Bond Guarantor Limited Partnership)

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with 4.1 By no later than the First Issue Date or Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y C and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y B, C and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C and Z provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by on the Cash Manager on First Issue Date or the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with 4.2 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on (b) the constituent figures used in the calculation of item A, B, C and Z described in Schedule 3 (Amortisation Test) to the Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used for items A, B, C and Z provided in accordance with Clause 4.2(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds on the relevant Calculation Date. 4.3 By no later than the Calculation Date in respect of which the Asset Monitor is obliged to test the calculations of the Liquidity Reserve Test, the CBC (or the Administrator on its behalf) shall provide the Asset Monitor with: (a) the figures used for items K, L, M and N described in Clause 3.3 (Liquidity Reserve Test) in its calculation of the Liquidity Reserve Test on the relevant Calculation Date; (b) the constituent figures used in the calculation calculations of items AK, Y L, M and Z N described in Schedule 3 Clause 3.3 (Amortization Liquidity Reserve Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items Aitem K, Y L, M and Z N provided in accordance with paragraph 3.2(a) aboveClause 4.3(a); and (c) the Principal Amount Outstanding of the Covered Bonds as calculated any other relevant figures or information reasonably required by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) to check the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation DateLiquidity Reserve Test. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent written notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a The Asset Monitor undertakes that there will at all times be at least one Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personPerson. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.CBC thereof within five

Appears in 2 contracts

Samples: Asset Monitor Appointment Agreement, Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with 4.1 By no later than the First Issue Date or Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, B, C, Y and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items item A, B, C, Y and Z provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by on the Cash Manager on First Issue Date or the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with 4.2 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, B, C, Y and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with 4.3 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Liquidity Reserve Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items AK, BL, C, D, E M and F N described in Schedule 10 Clause 3.3 (Valuation CalculationLiquidity Reserve Test) of the Guarantor Agreement in its calculation of the Asset Value Liquidity Reserve Test on the relevant Calculation Date; (b) the constituent figures used in the calculation calculations of item A items K, L, M and N described in Schedule 10 Clause 3.3 (Valuation CalculationLiquidity Reserve Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure figures used by the Cash Manager for item A K, L, M and N provided in accordance with paragraph 3.3(a) aboveClause 4.3(a); and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated any other relevant figures or information reasonably required by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) to check the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateLiquidity Reserve Test. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent written notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a The Asset Monitor undertakes that there will at all times be at least one Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personPerson. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.CBC thereof within five

Appears in 2 contracts

Samples: Asset Monitor Appointment Agreement, Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 4.1 By no later than five (Compliance with 5) Business Days after the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y B, C, D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in order to test confirm the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C, D and Z provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 4.2 By no later than five (Compliance with 5) Business Days after the Calculation Date in respect of which the Asset Coverage Monitor is obliged to confirm the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, Y B, C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test confirm the arithmetical accuracy of the figures used by the Cash Manager for items A, Y B, C and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 4.3 By no later than five (Compliance with 5) Business Days after the Calculation Date in respect of which the Asset Coverage Monitor is obliged to confirm the calculations of the Mandatory Liquidity Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items AK, BL, C, D, E M and F N described in Schedule 10 Clause 3.3 (Valuation CalculationMandatory Liquidity Test) of the Guarantor Agreement in its calculation of the Asset Value Mandatory Liquidity Test on the relevant Calculation Date; (b) the constituent figures used in the calculation calculations of item A items K, L, M and N described in Schedule 10 Clause 3.3 (Valuation CalculationMandatory Liquidity Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure figures used by the Cash Manager for item A K, L, M and N provided in accordance with paragraph 3.3(a) aboveClause 4.3(a); and (c) any other relevant figures or information required to check the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation DateMandatory Liquidity Test. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 The Asset Monitor may reasonably request from the management of the CBC a written confirmation concerning representations made to the Asset Monitor in connection with this Agreement. The Asset Monitor will in particular make inquiries about the accuracy and completeness of all information provided for these agreed upon procedures. The Asset Monitor will request this information as of the date on which the Asset Monitor will issue its report of factual findings. 4.6 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty;4.7 If the Asset Monitor has not received the information to be provided to it pursuant to Clause 4 in time it will inform the Issuer, the CBC and the Administrator thereof within five (5) Business Days and as a result thereof the period given for testing in Clause 3.1, Clause 3.2 or 3.3 (as applicable) shall commence on the date the correct information pursuant to Clause 4 is received by the Asset Monitor. (a) Schedule 2 (Asset Coverage Test) 4.8 The General Data Protection Regulation is applicable to the Guarantor Agreement is set processing of personal data, if any, by the Issuer, the Administrator, the CBC, the Security Trustee and the Asset Monitor. The Asset Monitor acts as controller for activities that are carried out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) under the Auditing Standards 100-3850. The General Data Protection Regulation stipulates that only data that are necessary for the processing are provided by the Issuer, the Administrator, the CBC and the Security Trustee to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) Asset Monitor. By sending personal data to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) Asset Monitor, the Issuer, the Administrator, the CBC and the Security Trustee confirm that both providing these data to the Guarantor Agreement is set out as Schedule F Asset Monitor and the request to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for processing these data are in accordance with the purpose of performing its responsibilities hereunder General Data Protection Regulation and pursuant the internal policy with regard to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the processing of personal data. The Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may Monitor's privacy statement can be in found on their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a partywebsite.

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) 3.1.1 the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Limited Partnership Agreement in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) 3.1.2 the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Limited Partnership Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) 3.1.1 above; and (c) 3.1.3 the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) 3.2.1 the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Limited Partnership Agreement in its calculation of the Amortization Test Aggregate Asset Loan Amount on the relevant Calculation Date; (b) 3.2.2 the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Limited Partnership Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) 3.2.1 above; and (c) 3.2.3 the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) 3.3.1 the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Limited Partnership Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) 3.3.2 the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Limited Partnership Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) 3.3.1 above; and (c) 3.3.3 the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, Test and the Valuation Calculation and the OC ValuationCalculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests or representations made, notices given or information supplied, whether orally or in writing, by any person Person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty, any notice to be given to the Asset Monitor, Monitor shall be sent to those persons Persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person Person other than a Nominated Person, provided that a person Person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person Person not being a Nominated Person and is not required to obtain such information from any such other personPerson. 3.7 For greater certainty;, (a) 3.7.1 Schedule 2 (Asset Coverage Test) to the Guarantor Limited Partnership Agreement is set out as Schedule C to this Agreement; (b) 3.7.2 Schedule 3 (Amortization Test) to the Guarantor Limited Partnership Agreement is set out as Schedule D to this Agreement;; and (c) 3.7.3 Schedule 10 (Valuation Calculation) to the Guarantor Limited Partnership Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. agreement, and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) 3.8.1 make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) 3.8.2 require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) 3.8.3 cause the Guarantor, the Servicer, each Swap Provider, the Account BankDepository Institution, the Standby Account BankDepository Institution, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 4.1 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for (i) items A, B, C, D, E, Y D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in each case on the relevant Calculation Date; (b) the constituent figures used in the calculations of (i) items A, Y B, C, D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C, D, Z, the First Regulatory Current Balance Amount and Z the Second Regulatory Current Balance Amount, in each case provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the euro equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 4.2 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, Y B, C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items A, Y B, C and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value euro equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 4.3 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to the calculations of the Mandatory Liquidity Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures and all other relevant information used by or information required to check the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateMandatory Liquidity Test. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a partyIssuer, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian CBC and the Corporate Services Provider to provide to Administrator thereof within five (5) Business Days and as a result thereof the Asset Monitor such information as may be period given for agreed upon procedures in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.Clause 3.1, Clause 3.2 or

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 4.1 By no later than 10 (Compliance with ten) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for (i) items A, B, C, D, E, Y D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in each case on the relevant Calculation Date; (b) the constituent figures used in the calculations of (i) items A, Y B, C, D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C, D, Z, the First Regulatory Current Balance Amount and Z the Second Regulatory Current Balance Amount, in each case provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 4.2 By no later than 10 (Compliance with ten) Business D prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, Y B, C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items A, Y B, C and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 4.3 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to the calculations of the Mandatory Liquidity Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures and all other relevant information used by or information required to check the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateMandatory Liquidity Test. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certainty, the avoidance of doubt any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a partyIssuer, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian CBC and the Corporate Services Provider to provide to Administrator thereof within five (5) Business Days and as a result thereof the Asset Monitor such information as may be period given for agreed upon procedures in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.Clause 3.1, Clause 3.2 or

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, Test and the Valuation Calculation and the OC ValuationCalculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests or representations made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty;, (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement;; and (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. , and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shallshall immediately: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC GDA Provider, the Standby GIC GDA Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test Test, the Valuation Calculation and the Valuation CalculationOC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date;Date;‌ (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test Test, the Valuation Calculation and the Valuation CalculationOC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Loan Amount on the relevant Calculation Date;Date;‌ (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test Test, the Valuation Calculation and the Valuation CalculationOC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date;Date;‌ (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, following the 2017 New Guide OC Valuation Implementation Date, the Cash Manager shall provide the Asset Monitor with the figures used by the Cash Manager for items A and B described in Schedule 11 (aOC Valuation) of‌ the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty critical obligations rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 3.6 The Asset Monitor may rely on any instructions, requests or representations made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 3.7 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 3.8 For greater certainty;, (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 3.9 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall:shall immediately:‌ (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC GDA Provider, the Standby GIC GDA Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 paragraph (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculationl) of Schedule 1 to the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with:with (as applicable): (a) the figures derived and used by the Cash Manager for items A, B, C, D, E, U, V, W, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, U, V, W, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, U, V, W, X, Y and Z provided in accordance with Clause 3.1(a) above; (c) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date for the purposes of Clause 11 (Asset Coverage Test) of the LLP Deed. (d) the figures derived and used by the Cash Manager for items A, B, C, Y and Z described in Clause 12 (Amortisation Test) of the LLP Deed in its calculation of the Amortisation Test Aggregate Loan Amount on the relevant Calculation Date; (e) the constituent figures used in the calculation of items A, Y and Z described in Clause 12 (Amortisation Test) of the LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(aClause 3.1(d) above; and (cf) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 Date for the purposes of Clause 12 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of the Guarantor Agreement in LLP Deed. 3.2 The LLP shall procure that the Servicer provides each Monthly Report to the Asset Monitor on its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Datepublication. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor LLP and/or the Cash Manager in connection with the provision by the Guarantor LLP and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty3.4 In the preparation of a final Asset Monitor Report, the Asset Monitor may comment or provide advice to any notice Recipient on information provided to it by the Cash Manager or show the Recipients drafts of the Asset Monitor Report for comment. The Asset Monitor does this on the basis that the Recipients will not rely on any drafts or oral comments or advice. Accordingly, the Asset Monitor will not be given responsible if the Recipients choose to act, or refrain from acting, on the basis of any drafts or oral comments or advice. If the Recipients want to rely or want to act on oral comments, they will inform the Asset Monitor in order that it may deal with them in its final Asset Monitor Report. Furthermore, for the convenience of the Recipients, the Asset Monitor Reports, or any advice, may be made available to the Recipients in draft or in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy, the signed hard copy of the final Asset Monitor, shall be sent to those persons nominated Monitor Report is definitive. 3.5 The Asset Monitor will own and retain ownership of its working papers in respect of Asset Monitor Reports and any advice. Any papers retained by the Asset Monitor from time on termination of this Agreement (including documents legally belonging to time (the “Nominated Persons” and each a “Nominated Person”Recipients) and may routinely be destroyed in accordance with the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personMonitor's internal policies. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 ‌ 4.1 By no later than 5 (Compliance with five) business days following the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization CBC (or the Administrator on its behalf) shall provide the Asset Monitor with: a. the figures used for items A, B, C and Z described in Schedule 2 (Asset Cover Test) to the Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; b. the constituent figures used in the calculations of items A and Z described in Schedule 2 (Asset Cover Test) to the Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used for item A and Z provided in accordance with Clause 4.1(a); and c. the aggregate Principal Amount Outstanding of the Covered Bonds on the relevant Calculation Date. 4.2 By no later than 5 (five) business days following the Calculation Date in respect of which the Asset Monitor is obliged to test calculations of the Amortisation Test, the OC ValuationCBC (or the Administrator on its behalf) shall provide the Asset Monitor with: a. the figures used for items A, B, C and Z described in Schedule 3 (Amortisation Test) to the Asset Monitoring Agreement in its calculation of the Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; b. the constituent figures used in the calculation of item A and Z described in Schedule 3 (Amortisation Test) to the Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used for items A and Z provided in accordance with Clause 4.2(a); and c. the aggregate Principal Amount Outstanding of the Covered Bonds on the relevant Calculation Date. 4.3 By no later than the Calculation Date in respect of which the Asset Monitor is obliged to test the calculations of the Liquidity Reserve Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items AK, BL, C, D, E, Y M and Z N described in Schedule 2 Clause 3.3 (Asset Coverage Liquidity Reserve Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Amount Liquidity Reserve Test on the relevant Calculation Date; (b) the constituent figures used in the calculations of items AK, Y L, M and Z N described in Schedule 2 Clause 3.3 (Asset Coverage Liquidity Reserve Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items Aitem K, Y L, M and Z N provided in accordance with paragraph 3.1(a) aboveClause 4.3(a); and (c) any other relevant figures or information required to check the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation DateLiquidity Reserve Test. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certainty, the avoidance of doubt any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents CBC thereof within 5 (five) business days and as a result thereof the period given for testing in Clause 3.1 and Clause 3.2 shall commence on the date the correct information pursuant to which it Clause 4 is a party, the Issuer shall: (a) make available to received by the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a partyMonitor.

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 4.1 By no later than five (Compliance with 5) Business Days after the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for (i) items A, B, C, D, E, Y D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Balance Amount, in each case on the relevant Calculation Date; (b) the constituent figures used in the calculations of (i) items A, Y B, C, D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z each case provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 4.2 By no later than five (Compliance with 5) Business Days after the Calculation Date in respect of which the Asset Coverage Monitor is obliged to confirm the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used Amount, in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value each case on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A A, B, C and Z described in Schedule 10 2 (Valuation CalculationAmortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test confirm the arithmetical accuracy of the figure figures used by the Cash Manager for item A items A, B, C and Z provided in accordance with paragraph 3.3(a) aboveClause 4.2(a); and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 4.3 By no later than five (Compliance with 5) Business Days after the Calculation Date in respect of which the Asset Coverage Monitor is obliged to confirm the calculations of the Mandatory Liquidity Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures and all other relevant information used by or information required to check the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateMandatory Liquidity Test. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 The Asset Monitor may reasonably request from the management of the CBC a written confirmation concerning representations made to the Asset Monitor in connection with this Agreement. The Asset Monitor will in particular make inquiries about the accuracy and completeness of all information provided for these agreed upon procedures. The Asset Monitor will request this information as of the date on which the Asset Monitor will issue its report of factual findings. 4.6 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty;4.7 If the Asset Monitor has not received the information to be provided to it pursuant to Clause 4 in time it will inform the Issuer, the CBC and the Administrator thereof within five (5) Business Days and as a result thereof the period given for testing in Clause 3.1, Clause 3.2 or 3.3 (as applicable) shall commence on the date the correct information pursuant to Clause 4 is received by the Asset Monitor. (a) Schedule 2 (Asset Coverage Test) 4.8 The General Data Protection Regulation is applicable to the Guarantor Agreement is set processing of personal data, if any, by the Issuer, the Administrator, the CBC, the Security Trustee and the Asset Monitor. The Asset Monitor acts as controller for activities that are carried out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) under the Auditing Standards 100-3850. The General Data Protection Regulation stipulates that only data that are necessary for the processing are provided by the Issuer, the Administrator, the CBC and the Security Trustee to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) Asset Monitor. By sending personal data to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) Asset Monitor, the Issuer, the Administrator, the CBC and the Security Trustee confirm that both providing these data to the Guarantor Agreement is set out as Schedule F Asset Monitor and the request to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for processing these data are in accordance with the purpose of performing its responsibilities hereunder General Data Protection Regulation and pursuant the internal policy with regard to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the processing of personal data. The Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may Monitor's privacy statement can be in found on their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a partywebsite.

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, Test and the Valuation Calculation and the OC ValuationCalculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations obligations, and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each caserating, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests or representations made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement;; and (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 paragraph (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculationl) of Schedule 1 to the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with:with (as applicable): (a) the figures derived and used by the Cash Manager for items AX, BX, CX, DX, EX, X, X, X, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, U, V, W, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, U, V, W, X, Y and Z provided in accordance with paragraph (a) above; (c) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date for the purposes of Clause 11 (Asset Coverage Test) of the LLP Deed. (d) the figures derived and used by the Cash Manager for items A, B, C, Y and Z described in Clause 12 (Amortisation Test) of the LLP Deed in its calculation of the Amortisation Test Aggregate Loan Amount on the relevant Calculation Date; (e) the constituent figures used in the calculation of items A, Y and Z described in Clause 12 (Amortisation Test) of the LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a(d) above; and (cf) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 Date for the purposes of Clause 12 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of the Guarantor Agreement in LLP Deed. 3.2 The LLP shall procure that the Servicer provides each Monthly Report to the Asset Monitor on its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Datepublication. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor LLP and/or the Cash Manager in connection with the provision by the Guarantor LLP and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty3.4 In the preparation of a final Asset Pool Monitor Report, the Asset Monitor may comment or provide advice to any notice Recipient on information provided to it by the Cash Manager or show the Recipients drafts of the Asset Pool Monitor Report for comment. The Asset Monitor does this on the basis that the Recipients will not rely on any drafts or oral comments or advice. Accordingly, the Asset Monitor will not be given responsible if the Recipients choose to act, or refrain from acting, on the basis of any drafts or oral comments or advice. If the Recipients want to rely or want to act on oral comments, they will inform the Asset Monitor in order that it may deal with them in its final Asset Pool Monitor Report. Furthermore, for the convenience of the Recipients, the Asset Pool Monitor Reports, or any advice, may be made available to the Recipients in draft or in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy, the signed hard copy of the final Asset Monitor, shall be sent to those persons nominated Pool Monitor Report is definitive. 3.5 The Asset Monitor will own and retain ownership of its working papers in respect of Asset Pool Monitor Reports and any advice. Any papers retained by the Asset Monitor from time on termination of this Agreement (including documents legally belonging to time (the “Nominated Persons” and each a “Nominated Person”Recipients) and may routinely be destroyed in accordance with the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personMonitor's internal policies. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

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PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with ‌ 4.1 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y C and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y B, C and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C and Z provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with 4.2 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, Y B, C and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y B, C and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with 4.3 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Liquidity Reserve Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items AK, BL, C, D, E M and F N described in Schedule 10 Clause 3.3 (Valuation CalculationLiquidity Reserve Test) of the Guarantor Agreement in its calculation of the Asset Value Liquidity Reserve Test on the relevant Calculation Date; (b) the constituent figures used in the calculation calculations of item A items K, L, M and N described in Schedule 10 Clause 3.3 (Valuation CalculationLiquidity Reserve Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure figures used by the Cash Manager for item A K, L, M and N provided in accordance with paragraph 3.3(a) aboveClause 4.3(a); and (c) any other relevant figures or information required to check the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation DateLiquidity Reserve Test. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.CBC thereof within five

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 paragraph (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculationl) of Schedule 1 to the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with:with (as applicable): (a) the figures derived and used by the Cash Manager for items AX, BX, CX, DX, EX, X, X, X, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, U, V, W, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, U, V, W, X, Y and Z provided in accordance with Clause 3.1(a) above; (c) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date for the purposes of Clause 11 (Asset Coverage Test) of the LLP Deed. (d) the figures derived and used by the Cash Manager for items A, B, C, Y and Z described in Clause 13 (Amortisation Test) of the LLP Deed in its calculation of the Amortisation Test Aggregate Loan Amount on the relevant Calculation Date; (e) the constituent figures used in the calculation of items A, Y and Z described in Clause 13 (Amortisation Test) of the LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(aClause 3.1(d) above; and (cf) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 Date for the purposes of Clause 13 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of the Guarantor Agreement in LLP Deed. 3.2 The LLP shall procure that the Servicer provides each Monthly Report to the Asset Monitor on its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Datepublication. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor LLP and/or the Cash Manager in connection with the provision by the Guarantor LLP and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty3.4 In the preparation of a final Asset Monitor Report, the Asset Monitor may comment or provide advice to any notice Recipient on information provided to it by the Cash Manager or show the Recipients drafts of the Asset Monitor Report for comment. The Asset Monitor does this on the basis that the Recipients will not rely on any drafts or oral comments or advice. Accordingly, the Asset Monitor will not be given responsible if the Recipients choose to act, or refrain from acting, on the basis of any drafts or oral comments or advice. If the Recipients want to rely or want to act on oral comments, they will inform the Asset Monitor in order that it may deal with them in its final Asset Monitor Report. Furthermore, for the convenience of the Recipients, the Asset Monitor Reports, or any advice, may be made available to the Recipients in draft or in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy, the signed hard copy of the final Asset Monitor, shall be sent to those persons nominated Monitor Report is definitive. 3.5 The Asset Monitor will own and retain ownership of its working papers in respect of Asset Monitor Reports and any advice. Any papers retained by the Asset Monitor from time on termination of this Agreement (including documents legally belonging to time (the “Nominated Persons” and each a “Nominated Person”Recipients) and may routinely be destroyed in accordance with the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personMonitor's internal policies. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation3.4(b) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y D and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor LP Agreement in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y A and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor LP Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y A and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation3.4(b) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Asset Coverage Test) of the Guarantor LP Agreement in its calculation of the Amortization Test Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y A and Z described in Schedule 3 2 (Amortization Asset Coverage Test) of the Guarantor LP Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager Manger for items A, Y A and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor LP and/or the Cash Manager in connection with the provision by the Guarantor LP and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 3.4 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor LP (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement (RBC Covered Bond Guarantor Limited Partnership)

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 paragraph (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculationk) of Schedule 1 to the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with:with (as applicable): (a) the figures derived and used by the Cash Manager for items A, B, C, D, E, Y D and Z W described in Schedule 2 Clause 10 (Asset Coverage Test) of the Guarantor Agreement Fund Deed in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule Clause 10 (Valuation CalculationAsset Coverage Test) of the Guarantor Agreement Fund Deed in order to test the arithmetical accuracy of the figure figures used by the Cash Manager for item A provided in accordance with paragraph 3.3(aClause 3.1(a) above; and (c) the Trading Value ISK Equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 Date for the purposes of Clause 10 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, Fund Deed. 3.2 The Fund shall procure that the Cash Manager shall provide Servicer provides each Monthly Report to the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in on its calculation of the Level of Overcollateralization on the relevant Calculation Datepublication. 3.5 3.3 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor Fund and/or the Cash Manager in connection with the provision by the Guarantor Fund and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty3.4 In the preparation of a final Asset Monitor Report, the Asset Monitor may comment or provide advice to any notice Recipient on information provided to it by the Cash Manager or show the Recipients drafts of the Asset Monitor Report for comment. The Asset Monitor does this on the basis that the Recipients will not rely on any drafts or oral comments or advice. Accordingly, the Asset Monitor will not be given responsible if the Recipients choose to act, or refrain from acting, on the basis of any drafts or oral comments or advice. If the Recipients want to rely or want to act on oral comments, they will inform the Asset Monitor in order that it may deal with them in its final Asset Monitor Report. Furthermore, for the convenience of the Recipients, the Asset Monitor Reports, or any advice, may be made available to the Recipients in draft or in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy, the signed hard copy of the final Asset Monitor, shall be sent to those persons nominated Monitor Report is definitive. 3.5 The Asset Monitor will own and retain ownership of its working papers in respect of Asset Monitor Reports and any advice. Any papers retained by the Asset Monitor from time on termination of this Agreement (including documents legally belonging to time (the “Nominated Persons” and each a “Nominated Person”Recipients) and may routinely be destroyed in accordance with the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personMonitor's internal policies. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 ‌ 4.1 By no later than 10 (Compliance with ten) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for (i) items A, B, C, D, E, Y D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in each case on the relevant Calculation Date; (b) the constituent figures used in the calculations of (i) items A, Y B, C, D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C, D, Z, the First Regulatory Current Balance Amount and Z the Second Regulatory Current Balance Amount, in each case provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 4.2 By no later than 10 (Compliance with ten) Business D prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, Y B, C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items A, Y B, C and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 4.3 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to the calculations of the Mandatory Liquidity Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures and all other relevant information used by or information required to check the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateMandatory Liquidity Test. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certainty, the avoidance of doubt any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a partyIssuer, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian CBC and the Corporate Services Provider to provide to Administrator thereof within five (5) Business Days and as a result thereof the Asset Monitor such information as may be period given for agreed upon procedures in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.Clause 3.1, Clause 3.2 or

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 paragraph (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculationl) of Schedule 1 to the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with:with (as applicable):‌ (a) the figures derived and used by the Cash Manager for items AX, BX, CX, DX, EX, X, X, X, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in its calculation of the Adjusted Aggregate Asset Loan Amount on the relevant Calculation Date;Date;‌ (b) the constituent figures used in the calculations of items A, U, V, W, X, Y and Z described in Schedule 2 Clause 11 (Asset Coverage Test) of the Guarantor Agreement LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, U, V, W, X, Y and Z provided in accordance with paragraph (a) above; (c) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date for the purposes of Clause 11 (Asset Coverage Test) of the LLP Deed. (d) the figures derived and used by the Cash Manager for items A, B, C, Y and Z described in Clause 12 (Amortisation Test) of the LLP Deed in its calculation of the Amortisation Test Aggregate Loan Amount on the relevant Calculation Date;‌ (e) the constituent figures used in the calculation of items A, Y and Z described in Clause 12 (Amortisation Test) of the LLP Deed in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a(d) above; and (cf) the Sterling Equivalent of the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 Date for the purposes of Clause 12 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of the Guarantor Agreement in LLP Deed. 3.2 The LLP shall procure that the Servicer provides each Monthly Report to the Asset Monitor on its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Datepublication. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor LLP and/or the Cash Manager in connection with the provision by the Guarantor LLP and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty3.4 In the preparation of a final Asset Pool Monitor Report, the Asset Monitor may comment or provide advice to any notice Recipient on information provided to it by the Cash Manager or show the Recipients drafts of the Asset Pool Monitor Report for comment. The Asset Monitor does this on the basis that the Recipients will not rely on any drafts or oral comments or advice. Accordingly, the Asset Monitor will not be given responsible if the Recipients choose to act, or refrain from acting, on the basis of any drafts or oral comments or advice. If the Recipients want to rely or want to act on oral comments, they will inform the Asset Monitor in order that it may deal with them in its final Asset Pool Monitor Report. Furthermore, for the convenience of the Recipients, the Asset Pool Monitor Reports, or any advice, may be made available to the Recipients in draft or in electronic as well as hard copy format. Multiple copies and versions of documents may therefore exist in different media. In the case of any discrepancy, the signed hard copy of the final Asset Monitor, shall be sent to those persons nominated Pool Monitor Report is definitive. 3.5 The Asset Monitor will own and retain ownership of its working papers in respect of Asset Pool Monitor Reports and any advice. Any papers retained by the Asset Monitor from time on termination of this Agreement (including documents legally belonging to time (the “Nominated Persons” and each a “Nominated Person”Recipients) and may routinely be destroyed in accordance with the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personMonitor's internal policies. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 4.1 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y B, C, D and Z described in Schedule 2 1 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items item A, Y B, C, D and Z provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the euro equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 4.2 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, Y B, C and Z described in Schedule 3 2 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figures used by the Cash Manager for items A, Y B, C and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the euro equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 4.3 By no later than ten (Compliance with 10) Business Days prior to the Calculation Date in respect of which the Asset Coverage Monitor is obliged to perform agreed upon procedures with respect to the calculations of the Mandatory Liquidity Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager Issuer shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items AK, BL, C, D, E M and F N described in Schedule 10 Clause 3.3 (Valuation CalculationMandatory Liquidity Test) of the Guarantor Agreement in its calculation of the Asset Value Mandatory Liquidity Test on the relevant Calculation Date; (b) the constituent figures used in the calculation calculations of item A items K, L, M and N described in Schedule 10 Clause 3.3 (Valuation CalculationMandatory Liquidity Test) of the Guarantor Agreement in order to test perform a clerical accuracy check with respect to the arithmetical accuracy of the figure figures used by the Cash Manager for item A K, L, M and N provided in accordance with paragraph 3.3(a) aboveClause 4.3(a); and (c) any other relevant figures or information required to check the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation DateMandatory Liquidity Test. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, the Valuation Calculation and the OC Valuation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a partyIssuer, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian CBC and the Corporate Services Provider to provide to Administrator thereof within five (5) Business Days and as a result thereof the Asset Monitor such information as may be period given for agreed upon procedures in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.Clause 3.1, Clause 3.2 or

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with 4.1 By no later than the First Issue Date or Calculation Date in respect of which the Asset Coverage Monitor is obliged to test calculations of the Asset Cover Test, the Amortization Test, CBC (or the OC Valuation, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for (i) items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Adjusted Aggregate Asset Amount and (ii) the First Regulatory Current Balance Amount and the Second Regulatory Current Balance Amount, in each case on the relevant Calculation Date; (b) the constituent figures used in the calculations of (i) items A, B, C, Y and Z described in Schedule 2 (Asset Coverage Cover Test) of to the Guarantor Agreement Asset Monitoring Agreement, in order to test the arithmetical accuracy of the figures used by the Cash Manager for items item A, B, C, Y and Z Z, in each case provided in accordance with paragraph 3.1(a) aboveClause 4.1(a); and (c) the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by on the Cash Manager on First Issue Date or the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with 4.2 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Amortisation Test, the OC Valuation, CBC (or the Amortization Test, the Pre-Maturity Test and the Valuation CalculationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in its calculation of the Amortization Amortisation Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items item A, B, C, Y and Z described in Schedule 3 (Amortization Amortisation Test) of to the Guarantor Asset Monitoring Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, B, C, Y and Z provided in accordance with paragraph 3.2(a) aboveClause 4.2(a); and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with 4.3 By no later than the Calculation Date in respect of which the Asset Coverage Monitor is obliged to test the calculations of the Mandatory Liquidity Test, the Amortization Test, CBC (or the Pre-Maturity Test, the Valuation Calculation and the OC ValuationAdministrator on its behalf) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures and all other relevant information used or information reasonably required by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of Asset Monitor to check the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation DateMandatory Liquidity Test. 3.5 4.4 The Asset Monitor may rely on any instructions, requests request or representations representation made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized authorised from time to time by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) in connection with the provision by the Guarantor and/or CBC (or the Cash Manager Administrator on its behalf) of information pursuant to the terms of this Agreement. 3.6 4.5 For greater certaintythe avoidance of doubt, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the "Nominated Persons" and each a "Nominated Person") and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent written notice to the Guarantor (or Security Trustee, the Cash Manager on its behalf) Administrator, the CBC, the Issuer and the Bond Security Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a The Asset Monitor undertakes that there will at all times be at least one Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other personPerson. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement; (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of 4.6 If the Asset Monitor for has not received the purpose of performing its responsibilities hereunder and information to be provided to it pursuant to Clause 4 in time it will inform the other Transaction Documents to which it is a partyIssuer, the Issuer shall: CBC and the Administrator thereof within five (a5) make available Business Days and as a result thereof the period given for testing in Clause 3.1, Clause 3.2 or Clause 3.3 (as applicable) shall commence on the date the correct information pursuant to Clause 4 is received by the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC Provider, the Standby GIC Provider, the Cash Manager, the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a partyMonitor.

Appears in 1 contract

Samples: Asset Monitor Appointment Agreement

PROVISION OF INFORMATION TO THE ASSET MONITOR. 3.1 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the OC Valuation, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in its calculation of the Adjusted Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculations of items A, Y and Z described in Schedule 2 (Asset Coverage Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.1(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.2 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in its calculation of the Amortization Test Aggregate Asset Amount on the relevant Calculation Date; (b) the constituent figures used in the calculation of items A, Y and Z described in Schedule 3 (Amortization Test) of the Guarantor Agreement in order to test the arithmetical accuracy of the figures used by the Cash Manager for items A, Y and Z provided in accordance with paragraph 3.2(a) above; and (c) the Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.3 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the OC Valuation, the Amortization Test, the Pre-Maturity Test and the Valuation Calculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with: (a) the figures used by the Cash Manager for items A, B, C, D, E and F described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in its calculation of the Asset Value on the relevant Calculation Date; (b) the constituent figures used in the calculation of item A described in Schedule 10 (Valuation Calculation) of the Guarantor Agreement in order to test the arithmetical accuracy of the figure used by the Cash Manager for item A provided in accordance with paragraph 3.3(a) above; and (c) the Trading Value of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated by the Cash Manager on the relevant Calculation Date. 3.4 In accordance with Section 3.4 (Compliance with the Asset Coverage Test, the Amortization Test, the Pre-Maturity Test, Test and the Valuation Calculation and the OC ValuationCalculation) of the Cash Management Agreement, the Cash Manager shall provide the Asset Monitor with (a) the ratings assigned to the unsecured, unsubordinated and unguaranteed debt obligations and the issuer default rating and, if applicable, the derivative counterparty rating and the counterparty risk assessment, in each case, of the Issuer by each of the Rating Agencies, and (b) the figures used by the Cash Manager for items A and B described in Schedule 11 (OC Valuation) of the Guarantor Agreement in its calculation of the Level of Overcollateralization on the relevant Calculation Date. 3.5 The Asset Monitor may rely on any instructions, requests or representations made, notices given or information supplied, whether orally or in writing, by any person known or reasonably believed by the Asset Monitor to be authorized from time to time by the Guarantor and/or the Cash Manager in connection with the provision by the Guarantor and/or the Cash Manager of information pursuant to the terms of this Agreement. 3.6 For greater certainty, any notice to be given to the Asset Monitor, shall be sent to those persons nominated by the Asset Monitor from time to time (the “Nominated Persons” and each a “Nominated Person”) and the Asset Monitor shall not be deemed to have any knowledge of any notice sent to a person other than a Nominated Person, provided that a person shall continue to be a Nominated Person until such time as the Asset Monitor has sent notice to the Guarantor (or the Cash Manager on its behalf) and the Bond Trustee that any such Nominated Person has ceased to be a Nominated Person for the purpose of this Agreement. Furthermore, a Nominated Person shall not be required, expected or deemed to have knowledge of any information known to any person not being a Nominated Person and is not required to obtain such information from any such other person. 3.7 For greater certainty; (a) Schedule 2 (Asset Coverage Test) to the Guarantor Agreement is set out as Schedule C to this Agreement; (b) Schedule 3 (Amortization Test) to the Guarantor Agreement is set out as Schedule D to this Agreement;; and (c) Schedule 10 (Valuation Calculation) to the Guarantor Agreement is set out as Schedule E to this Agreement; and (d) Schedule 11 (OC Valuation) to the Guarantor Agreement is set out as Schedule F to this Agreement. agreement, and each is incorporated by reference herein. 3.8 To the extent not already provided, upon reasonable request of the Asset Monitor for the purpose of performing its responsibilities hereunder and pursuant to the other Transaction Documents to which it is a party, the Issuer shall: (a) make available to the Asset Monitor any books, records or accounts of the Issuer related to the Programme; (b) require any officer or employee of the Issuer or any of its Affiliates to provide to the Asset Monitor such information, explanations and representations as the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party; and (c) cause the Guarantor, the Servicer, each Swap Provider, the Account Bank, the Standby Account Bank, the GIC GDA Provider, the Standby GIC GDA Provider, the Cash Manager, Manager and the Custodian and the Corporate Services Provider to provide to the Asset Monitor such information as may be in their possession that the Asset Monitor may reasonably consider necessary in the performance of its responsibilities hereunder and under the other Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Asset Monitor Agreement

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