AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION AGREEMENTMaster Definitions and Construction Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT (this “Agreement”) initially made as of October 25, 2007 and amended and restated as of June 24, 2013.
ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENTAgency Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • July 10th, 2013 • 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 initially made on October 25, 2007 and most recently amended and restated as of June 24, 2013.
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 June 24, 2013Intercompany Loan Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
AMENDED AND RESTATED 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 June 24, 2013Mortgage Sale Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
Page ARTICLE 1 INTERPRETATION 2 1.1 Definitions and Interpretations 2 ARTICLE 2 AMOUNTS AND TERMS OF THE PURCHASES 2 2.1 Purchase Facility 2 2.2 Making Purchases 2 2.3 Repurchase upon Breach or Adverse Claim 5 2.4 Optional Repurchase Provisions 6 2.5 Further Advances 6 2.6 Payments and Computations, Etc. 7 ARTICLE 3 CONDITIONS OF PURCHASE 7 3.1 Conditions Precedent to Initial Purchase 7 3.2 Conditions Precedent to All Purchases 8 ARTICLE 4 REPRESENTATIONS AND WARRANTIES 11 4.1 Seller Representations and Warranties 11 4.2 Purchaser Representations and Warranties 16 ARTICLE 5 COVENANTS 17 5.1 Seller Covenants 17 ARTICLE 6 INDEMNIFICATION 20 6.1 Indemnities by the Seller 20 ARTICLE 7 PERFECTION OF THE SALE 21 7.1 Perfection 21 7.2 Registration 21 7.3 Acts Prior to Perfection 22 7.4 Further Assurances 22 7.5 Power of Attorney 22 7.6 Limitation on Power of Attorney 23 7.7 Costs 23 ARTICLE 8 PRE-EMPTIVE RIGHT 24 8.1 Pre-Emptive Right 24 8.2 Acceptance 24 8.3 Offers to Others 24 8.4 Repurchas
AMENDED AND RESTATED 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...Cash Management Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS CASH MANAGEMENT AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
ISDA® International Swaps and Derivatives Association, Inc. AMENDED AND RESTATED INTEREST RATE dated as of June 24, 2013 Royal Bank of Canada (“Party A”) and RBC Covered Bond Guarantor Limited Partnership (“Party B”)Interest Rate Master Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
AMENDED AND RESTATED 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 June 24, 2013Servicing Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS SERVICING AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
AMENDED AND RESTATED ASSET MONITOR AGREEMENT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Issuer and as Cash Manager and DELOITTE LLP as Asset Monitor and COMPUTERSHARE TRUST COMPANY OF CANADA...Asset Monitor Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS ASSET MONITOR AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS GENERAL SECURITY AGREEMENT (this "Agreement") initially made as of the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
AMENDED AND RESTATED BANK ACCOUNT AGREEMENTBank Account Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS BANK ACCOUNT AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
AMENDED AND RESTATED 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...Corporate Services Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS CORPORATE SERVICES AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
SECURITY SHARING AGREEMENTSecurity Sharing Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, limited partnership existing under the law of the Province of Ontario, whose registered office is at Royal Bank Plaza, South Tower, 9th Tower, 200 Bay Street, Toronto, Ontario acting by its managing general partner RBC Covered Bond GP Inc.
CUSTODIAL AGREEMENT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Issuer and COMPUTERSHARE TRUST COMPANY OF CANADA as Custodian and Bond Trustee June 24, 2013Custodial Agreement • July 10th, 2013 • 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:
AMENDED AND RESTATED 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 June...Guaranteed Investment Contract • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS GUARANTEED INVESTMENT CONTRACT AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 24th day of June, 2013.
ISDA® International Swaps and Derivatives Association, Inc. AMENDED AND RESTATED COVERED BOND dated as of June 24, 2013 Royal Bank of Canada (“Party A”) and RBC Covered Bond Guarantor Limited Partnership (“Party B”)Covered Bond Master Agreement • July 10th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
