AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT by and among ROYAL BANK OF CANADA and RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP and COMPUTERSHARE TRUST COMPANY OF CANADA and 6848320 CANADA INC. and RBC COVERED BOND GP INC. and...Master Definitions and Construction Agreement • July 20th, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT (this “Agreement”) made as of October 25, 2007 and amended and restated as of June 29, 2012
ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENT Dated as of June 29, 2012 Norton Rose Canada LLP Toronto/London Norton Rose LLP London McCarthy Tétrault LLP London/TorontoAgency Agreement • July 20th, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
Page No. Section 1. Interpretation 4 Section 2. Appointment of Agents 8 Section 3. Issuance of Covered Bonds 11 Section 4. Replacement Covered Bonds 19 Section 5. Determination of End of Distribution Compliance Period 20 Section 6. Payments to the Issuing and Paying Agent or the Registrar 21 Section 7. Payments to Holders of Bearer Covered Bonds 23 Section 8. Payments to Holders of Registered Covered Bonds 25 Section 9. Miscellaneous Duties of the Issuing and Paying Agent and the Paying Agents 28 Section 10. Early Redemption and Exercise of Options 32 Section 11. The Register and Miscellaneous Duties of the Registrar 33 Section 12. Other Duties of the Transfer Agents and the Exchange Agent 36 Section 13. Appointment and Duties of the Calculation Agent 37 Section 14. Fees and Expenses 38 Section 15. Terms of Appointment 39 Section 16. Changes in Agents 40 Section 17. The Bond Trustee 44 Section 18. Notices 44 Section 19. Governing Law 46 Section 21. Modification 46 Section 22. Non-Petit
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP by and among RBC COVERED BOND GP INC. as Managing General Partner and 6848320 CANADA INC. as Liquidation General Partner and ROYAL BANK OF CANADA as...Limited Partnership Agreement • July 20th, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of RBC Covered Bond Guarantor Limited Partnership (the “Partnership”) was made on October 25, 2007 and most recently amended and restated as of June 29, 2012.
ROYAL BANK OF CANADA PROGRAMME FOR THE ISSUANCE OF COVERED BONDS UNCONDITIONALLY AND IRREVOCABLY GUARANTEED AS TO PAYMENTS BY RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP (A LIMITED PARTNERSHIP FORMED UNDER THE LAWS OF ONTARIO) UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2012 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • New York
Royal Bank of Canada, a Canadian chartered Bank (herein referred to as, the Issuer, or the Bank), established a programme (the Programme) for the issuance of covered bonds, unconditionally and irrevocably guaranteed by RBC Covered Bond Guarantor Limited Partnership (the Guarantor LP), in connection with which Programme it has entered into the Agency Agreement referred to below. In connection with the foregoing, the Bank has filed a registration statement including a prospectus on Form F-3 (File No: 333-181552) in respect of certain issuances of covered bonds to be registered with the United States Securities and Exchange Commission (the Covered Bonds, which, for the avoidance of doubt, shall in this Agreement refer only to covered bonds issued in the United States pursuant to the Registration Statement (as defined below)).
