AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION AGREEMENTMaster Definitions and Construction Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
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/TorontoAgency 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 AGREEMENTLimited 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 AGREEMENTIntercompany Loan Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • 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 AGREEMENTCash 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.
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) SECOND AMENDED AND...Underwriting Agreement • October 1st, 2015 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • New York
This Second Amended and Restated Underwriting Agreement (this Agreement) is made and entered into as of September 24, 2015, by and between the Bank (as defined below) and the Dealer (as defined below).
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 AGREEMENTAsset Monitor Agreement • June 16th, 2016 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • 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 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 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.
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.
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.
AMENDED AND RESTATED STANDBY GUARANTEED INVESTMENT CONTRACTGuaranteed Investment Contract • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
AMENDED AND RESTATED STANDBY BANK ACCOUNT AGREEMENT RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager and BANK OF MONTREAL as Standby Account Bank and Standby GIC Provider and COMPUTERSHARE TRUST...Account Agreement • August 9th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS STANDBY 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 INTEREST RATE 2002 MASTER AGREEMENTMaster 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.
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”)
AMENDED AND RESTATED DEALERSHIP AGREEMENTDealership Agreement • August 9th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS DEALERSHIP AGREEMENT was made on the 25th day of October, 2007, was amended and restated as of the 31st day of October, 2008, the 25th day of March, 2010 and the 6th day of April, 2013 and is further amended and restated as of the 25th day of July, 2013.
AMENDED AND RESTATED DEALERSHIP AGREEMENTDealership Agreement • August 22nd, 2016 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
THIS DEALERSHIP AGREEMENT was made on the 25th day of October, 2007, was amended and restated as of the 31st day of October, 2008, the 25th day of March, 2010, the 6th day of April, 2013, the 25th day of July, 2013, the 1st day of August, 2014 and the 31st day of July, 2015 and is further amended and restated as of the 29th day of July, 2016.
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:
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.
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:
ROYAL BANK OF CANADA Global Covered Bond Programme SUPPLEMENTAL AGENCY AGREEMENT (supplemental to the Amended and Restated Agency Agreement dated as of July 25, 2013)Supplemental Agency Agreement • August 21st, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION AGREEMENTMaster Definitions and Construction Agreement • August 29th, 2014 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
THIS MASTER DEFINITIONS AND CONSTRUCTION AGREEMENT (this “Agreement”) initially made as of October 25, 2007 and amended and restated as of August 1, 2014.
AMENDED AND RESTATED STANDBY GUARANTEED INVESTMENT CONTRACT by and among RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as Guarantor LP and ROYAL BANK OF CANADA as Cash Manager and BANK OF MONTREAL as Standby GIC Provider and Standby Account Bank and...Guaranteed Investment Contract Agreement • August 9th, 2013 • RBC Covered Bond Guarantor Limited Partnership • Commercial banks, nec • Ontario
THIS STANDBY 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.
AMENDED AND RESTATED STANDBY BANK ACCOUNT AGREEMENTAccount Agreement • September 25th, 2017 • RBC Covered Bond Guarantor Limited Partnership • Asset-backed securities • Ontario
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”)2002 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”.
