0001214659-17-005733 Sample Contracts

AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT
Master Definitions and Construction Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
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ROYAL BANK OF CANADA Global Covered Bond Programme AMENDED AND RESTATED AGENCY AGREEMENT Amended and Restated as of September 8, 2017 Norton Rose Fulbright Canada LLP Toronto/London McCarthy Tétrault LLP London/Toronto
Agency Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario

THE THIRD SCHEDULE - The Specified Offices of the Paying Agents, the Registrars, the Transfer Agents, the Exchange Agent and the Calculation Agent

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • 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 September 8, 2017.

ISDA®
2002 Master Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities

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” and amend and restate in their entirety the “Amended and Restated Covered Bond 2002 Master Agreement” dated June 24, 2013 between Party A and Party B.

AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT
Intercompany Loan Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT
Cash Management Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario

THIS CASH MANAGEMENT AGREEMENT (this “Agreement”) initially made the 25th day of October, 2007 and amended and restated on this 8th day of September, 2017.

AMENDED AND RESTATED STANDBY GUARANTEED INVESTMENT CONTRACT
Guaranteed Investment Contract • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
AMENDED AND RESTATED INTEREST RATE 2002 MASTER AGREEMENT
Master Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities

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” and amend and restate in their entirety the “Amended and Restated Interest Rate 2002 Master Agreement” dated June 24, 2013 between Party A and Party B.

AMENDED AND RESTATED STANDBY BANK ACCOUNT AGREEMENT
Account Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
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