AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT between RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as the Guarantor LP and ROYAL BANK OF CANADA as the Issuer and as Cash Manager April 6, 2011Intercompany Loan Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
Subject to the terms of this Agreement, the Issuer agrees to make available to the Guarantor LP an Intercompany Loan (the “Intercompany Loan”) in an aggregate amount equal to the Total Credit Commitment. On any Business Day, the Guarantor LP may request that advances (each an “Advance” and collectively “Advances”) denominated in Canadian Dollars under the Intercompany Loan be made available to it, subject to the terms of this Agreement, on such Business Day (each such date, a “Drawdown Date”).
CASH MANAGEMENT AGREEMENT by and among ROYAL BANK OF CANADA as Cash Manager, Seller, Servicer and the Bank and RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and COMPUTERSHARE TRUST COMPANY OF CANADA as Bond Trustee October 25, 2007Cash Management Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
SCHEDULE 1 The Cash Management Services 19 SCHEDULE 2 Cash Management and Maintenance of Ledgers 21 SCHEDULE 3 Form of Guarantor LP Monthly Asset Coverage Report 26 Signatories 28
SERVICING AGREEMENT by and among ROYAL BANK OF CANADA as Seller, Servicer and Cash Manager and RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and COMPUTER SHARE TRUST COMPANY OF CANADA as Bond Trustee October 25, 2007Servicing Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
Page ARTICLE 1 – DEFINITIONS AND INTERPRETATION 2 ARTICLE 2 – APPOINTMENT OF SERVICER 2 ARTICLE 3 – THE SERVICES 3 ARTICLE 4 – GUARANTOR LP VARIABLE RATE 6 ARTICLE 5 – ADMINISTRATION OF MORTGAGES 8 ARTICLE 6 – NO LIABILITY 10 ARTICLE 7 – NEW LOANS 10 ARTICLE 8 – PRODUCT SWITCHES AND FURTHER ADVANCES 10 ARTICLE 9 – REDEMPTION OF MORTGAGES 11 ARTICLE 10 – POWERS OF ATTORNEY 11 ARTICLE 11 – COSTS AND EXPENSES 12 ARTICLE 12 – INFORMATION 13 ARTICLE 13 – INSURANCE 16 ARTICLE 14 – DATA PROTECTION 17 ARTICLE 15 – COVENANTS OF SERVICER 17 ARTICLE 16 – SERVICES NON-EXCLUSIVE 18 ARTICLE 17 – TERMINATION 18 ARTICLE 18 – FURTHER ASSURANCE 21 ARTICLE 19 – MISCELLANEOUS 22 ARTICLE 20 – CONFIDENTIALITY 22 ARTICLE 21 – NOTICES 23 ARTICLE 22 – VARIATION AND WAIVER 24 ARTICLE 23 – NO PARTNERSHIP 24 ARTICLE 24 – ASSIGNMENT 25 ARTICLE 25 – CHANGE OF BOND TRUSTEE 25 ARTICLE 26 – AMENDMENTS 25 ARTICLE 27 – NON-PETITION 26 ARTICLE 28 – COUNTERPARTS AND SEVERABILITY 26 ARTICLE 29 – GOVERNING LAW 26 Schedule 1
GENERAL SECURITY AGREEMENT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and COMPUTERSHARE TRUST COMPANY OF CANADA as Bond Trustee and ANY OTHER PERSON WHO FROM TIME TO TIME MAY BECOME A PARTY TO THIS AGREEMENT October...General Security Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
NOW THEREFORE, in consideration of the foregoing premises, the sum of $10.00 in lawful money of Canada now paid by the Bond Trustee to the Guarantor LP and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:
CORPORATE SERVICES AGREEMENT by and among ROYAL BANK OF CANADA as Client and RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and COMPUTER SHARE TRUST COMPANY OF CANADA as Trustee and Corporate Services Provider and 6848320 CANADA INC....Corporate Services Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
Articles Page Article 1 – Definitions 1 Article 2 – Services To Be Provided 2 Article 3 – Confidentiality 3 Article 4 – Indemnity 4 Article 5 – Remuneration, Costs And Expenses 5 Article 6 – Termination 6 Article 7 – Notices 6 Article 8 – Declaration Of Trust 7 Article 9 – Non-Petition 7 Article 10 – General 8
ContractBank Account Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
BANK ACCOUNT AGREEMENT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager, Account Bank and GIC Provider and COMPUTERSHARE TRUST COMPANY OF CANADA as Bond Trustee October 25, 2007
MORTGAGE SALE AGREEMENT by and among ROYAL BANK OF CANADA as Seller and RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Purchaser and COMPUTERSHARE TRUST COMPANY OF CANADA as Bond Trustee October 25, 2007Mortgage Sale Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
ROYAL BANK OF CANADA, a bank named in Schedule I to the Bank Act (Canada), whose executive office is at Royal Bank Plaza, South Tower, 8th Floor, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 (hereinafter referred to as the “Seller”)
ASSET MONITOR AGREEMENT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager and DELOITTE & TOUCHE LLP as Asset Monitor and COMPUTERSHARE TRUST COMPANY OF CANADA as Bond Trustee October...Asset Monitor Agreement • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:
GUARANTEED INVESTMENT CONTRACT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager and GIC Provider and COMPUTERSHARE TRUST COMPANY OF CANADA as Bond Trustee October 25, 2007Guaranteed Investment Contract • July 2nd, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein set forth, the parties agree as follows:
