1.
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Definitions and Interpretations
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2
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2.
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Amount and Issue of the Covered Bonds
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4
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3.
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Forms of the Covered Bonds
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9
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4.
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Fees, Duties and Taxes
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14
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5.
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Covenant of Compliance
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15
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6.
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Cancellation of Covered Bonds and Records
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15
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7.
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Covered Bond Guarantee
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16
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8.
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Payments Under the Covered Bond Guarantee
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20
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9.
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Non Payment
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22
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10.
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Proceedings, Action and Indemnification
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22
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11.
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Application of Moneys
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23
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12.
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Covered Bondholder Communications and Reports
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24
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13.
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Investment By Bond Trustee
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25
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14.
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Partial Payments
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26
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15.
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Covenants by the Issuer and the Guarantor LP
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26
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16.
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Remuneration and Indemnification of Bond Trustee
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30
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17.
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Powers of the Bond Trustee
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32
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18.
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Representations, Warranties, Covenants and Liability of Bond Trustee
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38
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19.
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Bond Trustee Contracting with the Issuer and the Guarantor LP
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39
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20.
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Waiver, Authorisation and Determination and Substitution
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40
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21.
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Holder of Definitive Covered Bond Assumed to be Receiptholder and Couponholder
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43
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22.
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Currency Indemnity
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43
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23.
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New Bond Trustee
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44
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24.
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Separate and Co Bond Trustees
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44
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25.
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Bond Trustee’s Retirement and Removal
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45
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26.
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Incorporation of the Trust Indenture Act
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46
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27.
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Bond Trustee’s Powers to be Additional
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46
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28.
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Notices
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46
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29.
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Amendments
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47
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30.
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Non-Petition
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48
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31.
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Governing Law
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48
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32.
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Counterparts
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48
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SCHEDULES
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SCHEDULE 1 Terms and Conditions of the Covered Bonds
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SCHEDULE 2 Forms of Global and Bearer Definitive Covered Bonds, Receipts, Coupons and Talons
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Part 1 Form of Temporary Global Covered Bond
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Part 2 Form of Permanent Global Covered Bond
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Part 3 Form of Bearer Definitive Covered Bond
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Part 4 Form of Receipt
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Part 5 Form of Coupon
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Part 6 Form of Talon
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SCHEDULE 3 Forms of Registered Global and Definitive Covered Bonds
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Part 1 Form of Regulation S Global Covered Bond
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Part 2 Form of 144A Global Covered Bond
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Part 3 Form of Registered Definitive Covered Bond
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Part 4 Form of N Covered Bond (Namensschuldverschreibung) &
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N Covered Bond Agreement
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Part 5 Form of U.S. Registered Global Covered Bond
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SCHEDULE 4 Form of Notice to Pay
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SCHEDULE 5 Provisions for Meetings of Covered Bondholders
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(1)
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Royal Bank of Canada, a Canadian chartered bank having its executive offices at Royal Bank Plaza, South Tower, 8th Floor, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 (the “Issuer”);
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(2)
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RBC Covered Bond Guarantor Limited Partnership, a limited partnership constituted under the Limited Partnership Act (Ontario) and having its principal place of business at 155 Wellington Street, West, 14th Floor, Toronto, Ontario, Canada M5V 3K7, herein represented by its managing general partner, RBC Covered Bond GP Inc. (the “Guarantor LP”); and
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(3)
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Computershare Trust Company of Canada, a company incorporated under the laws of Canada, whose registered office is at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1 (in its capacity as the Bond Trustee for the Covered Bondholders, the Receiptholders and the Couponholders, the “Bond Trustee” which expressions shall, wherever the context so admits, include such company and all other persons or companies for the time being the bond trustee or bond trustees) as bond trustee for the Covered Bondholders, the Receiptholders and the Couponholders.
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(1)
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By a resolution of the board of directors of the Issuer passed on August 24, 2007 the Issuer resolved to establish a Programme pursuant to which the Issuer may from time to time issue Covered Bonds as set out herein which resolution has been supplemented by resolutions of the board of directors of the Issuer passed on August 24, 2007, February 29, 2012, February 27, 2013, July 10, 2013, April 9, 2015 and July 8, 2015 in respect of, in connection with or relating to the Programme. Covered Bonds up to a maximum nominal amount (calculated in accordance with Clause 2 of the Dealership Agreement) from time to time outstanding of €32 billion (subject to increase as provided in the Dealership Agreement) (the “Programme Limit”) may be issued pursuant to the Programme (including for the avoidance of doubt, any N Covered Bonds).
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(2)
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By a resolution of the Board of Directors of RBC Covered Bond GP Inc. in its capacity as managing general partner of Guarantor LP passed on October 26, 2007, the Guarantor LP resolved to guarantee all Covered Bonds issued under the said Programme and all other amounts payable by the Issuer hereunder in the circumstances described herein.
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(3)
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The Bond Trustee agreed to act as bond trustee for the benefit of the Covered Bondholders, the Receiptholders and the Couponholders upon and subject to the terms and conditions of a trust deed dated October 25, 2007, as amended and restated by agreement on October 31, 2008 and further amended and restated on March 26, 2010, April 6, 2011, June 29, 2012, July 25, 2013 and again on August 1, 2014 (the “Prior Amended and Restated Trust Deed”).
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(4)
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The parties hereto desire to amend and restate in its entirety the Prior Amended and Restated Trust Deed by entering into this amended and restated trust deed, such amendment and restatement having been made in accordance with Sections 20.2 and 29 of the Prior Amended and Restated Trust Deed.
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1.
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Definitions and Interpretations
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1.1
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In this trust deed, any reference to “Trust Deed” is a reference to this amended and restated Trust Deed dated as of July 31, 2015, as the same may be amended, restated, or supplemented in accordance with the terms hereof.
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1.2
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In this Trust Deed unless there is anything in the subject or context inconsistent therewith the following shall apply:
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1.3
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(a)
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All references herein to principal and/or principal amount and/or interest in respect of the Covered Bonds or to any moneys payable by the Issuer or the Guarantor LP hereunder shall, unless the context otherwise requires, be construed in accordance with Condition 8.04.
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(b)
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All references herein to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re enactment.
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(c)
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All references herein to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than the Province of Ontario, Canada, references to such action, remedy or method of proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to herein.
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(d)
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All references herein to Euroclear and/or Clearstream, DTC and/or CDS shall, whenever the context so permits (but not in the case of any NGCB or Registered Global Covered Bond to be held under the NSS), be deemed to include references to any additional or alternative clearing system as is approved by the Issuer, the Issuing and Paying Agent and the Bond Trustee or as may otherwise be specified in the applicable Pricing Supplement.
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(e)
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Unless the context otherwise requires words or expressions used in the trust presents shall bear the same meanings as in the Bank Act (Canada).
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(f)
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In this Trust Deed references to Schedules, Clauses, sub clauses, paragraphs and sub paragraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, sub clauses, paragraphs and sub paragraphs of this Trust Deed respectively.
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(g)
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Wherever in these presents there is a requirement for the consent of, or a request from, the Covered Bondholders, then, for so long as any of the Registered Covered Bonds is represented by a Registered Global Covered Bond registered in the name of DTC or its nominee, DTC may mail an Omnibus Proxy to the Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time. Such Omnibus Proxy shall assign the right to give such consent or, as the case may be, make such request to DTC’s direct participants as of the record date specified therein and any such assignee participant may give the relevant consent or, as the case may be, make the relevant request in accordance with these presents.
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(h)
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In this Trust Deed tables of contents and Clause headings are included for ease of reference and shall not affect the construction hereof.
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(i)
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All references herein to “euro” or the sign “€” shall be construed as references to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
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1.4
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The amended and restated master definitions and construction agreement dated July 31, 2015 made between, inter alia, the parties to this Trust Deed (as the same may be amended, varied or supplemented from time to time with the consent of the parties thereto) (the “Master Definitions and Construction Agreement”) is expressly and specifically incorporated into this Trust Deed and, accordingly, the expressions defined in such Master Definitions and Construction Agreement (as so amended, varied or supplemented) shall, except where the context otherwise requires and save where otherwise defined herein, have the same meanings in this Trust Deed, including the recitals hereto and this Trust Deed shall be construed in accordance with the interpretation provisions set out in Clause 2 of the Master Definitions and Construction Agreement. In the event of inconsistency between the Master Definitions and Construction Agreement and this Trust Deed, this Trust Deed shall prevail.
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1.5
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All references herein to the “relevant currency” shall be construed as references to the currency in which payments in respect of the Covered Bonds, Receipts and/or Coupons of the relevant Series are to be made as indicated in the applicable Pricing Supplement.
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1.6
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All references herein to Covered Bonds having a “listing” or being “listed” on a Stock Exchange shall (i) in relation to the London Stock Exchange, be construed to mean that such Covered Bonds have been admitted to the Official List by the UK Listing Authority and admitted to trading on the Market, or (ii) in relation to any Stock Exchange in the EEA (other than the London Stock Exchange), be construed to mean that such Covered Bonds have been admitted to trading on the relevant Regulated Market or (iii) to any other Stock Exchange (other than those referred to in (i) and (ii) above), be construed to mean that the Covered Bonds have been listed on that Stock Exchange and/or to trading on the relevant market, as the case may be, and all references herein to “listing” and “listed” shall include references to “quotation” and “quoted” respectively.
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1.7
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This Agreement amends and restates and supercedes the Prior Amended and Restated Trust Deed provided that all supplements (as the same may be amended, amended and restated or replaced from time to time) to the Prior Amended and Restated Trust Deed shall continue to apply as supplements to this Agreement.
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2.
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Amount and Issue of the Covered Bonds
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2.1
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Amount of the Covered Bonds, Pricing Supplements and Legal Opinions:
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(a)
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The Covered Bonds (including for the avoidance of doubt, any N Covered Bonds) will be issued in Series in an aggregate nominal amount from time to time outstanding not exceeding the Programme Limit from time to time and for the purpose of determining such aggregate nominal amount Clause 2 of the Dealership Agreement shall apply.
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(b)
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By not later than noon (Toronto time) on the third Business Day preceding each proposed Issue Date, the Issuer shall deliver or cause to be delivered to the Bond Trustee:
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(i)
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a copy of the applicable Pricing Supplement; or |
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(ii)
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in the case of an issuance of N Covered Bonds, the certificate with the N Covered Bond Conditions attached and N Covered Bond Agreement in respect thereof;
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(iii)
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drafts of all (if any) legal opinions to be given in relation to the relevant issue and shall notify the Bond Trustee in writing without delay of the relevant Issue Date and the nominal amount of the Covered Bonds to be issued; and
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(iv)
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a certificate in writing signed by any two Authorized Signatories certifying the absence of any Issuer Event of Default or Potential Issuer Event of Default or Guarantor LP Event of Default or Potential Guarantor LP Event of Default and that the Programme Limit will not be exceed by the issue of the Covered Bonds that are the subject of the applicable Pricing Supplement above.
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(c)
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Notwithstanding anything in this Trust Deed, unless the Guarantor LP Agreement includes a pre-maturity test to ensure that the assets of the Guarantor LP include sufficient cash to satisfy obligations to make principal payments on outstanding Series of hard-bullet Covered Bonds at the Final Maturity Date for such Covered Bonds that complies with the provisions of the Guide, and corresponding provisions in the Priority of Payments to facilitate satisfaction of the pre-maturity test, each Series of Covered Bonds shall include an Extended Due For Payment Date.
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(d)
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On each anniversary of the first issuance of Covered Bonds following the date of this Agreement and on such other occasions as the Bond Trustee so requests (on the basis that the Bond Trustee considers it necessary in view of a change (or proposed change) in Ontario Law materially affecting the Issuer or the Guarantor LP (as the case may be), this Trust Deed, the Dealership Agreement, the Agency Agreement, the Security Agreement or the Bond Trustee has other reasonable grounds), the Issuer or, as the case may be, the Guarantor LP will procure that further legal opinion(s) (relating, if applicable, to any such change or proposed change) in such form and with such content as the Bond Trustee may reasonably require from the legal advisers specified in the Dealership Agreement or such other legal advisers as the Bond Trustee may require is/are delivered to the Bond Trustee. Whenever such a request is made with respect to any Covered Bonds to be issued, the receipt of such opinion in a form satisfactory to the Bond Trustee shall be a further condition precedent to the issue of those Covered Bonds.
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(e)
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In accordance with Section 314(b) of the Trust Indenture Act, the Issuer and Guarantor shall, (A) promptly upon the execution and delivery of this Trust Deed and thereafter (B) and for so long as U.S. Registered Covered Bonds are outstanding within three months after the anniversary of such initial opinion, furnish to the Bond Trustee an opinion of counsel stating in the opinion of such counsel, appropriate steps have been taken to protect the title of the Bond Trustee to the Security and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary.
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(f)
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Each certificate and opinion with respect to compliance with a condition or covenant provided for in this Trust Deed shall include:
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(i)
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a statement that the Person delivering such certificate or opinion has read such covenant or condition and the definitions relating thereto;
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(ii)
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a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
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(iii)
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a statement that, in the opinion of such Person, it has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
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(iv)
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a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with.
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2.2
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Covenant to repay principal and to pay interest:
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(a)
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except for Excess Proceeds, every payment (whether by the Issuer or the Guarantor LP) of principal or interest or other sum due in respect of the Covered Bonds made to or to the order of the Issuing and Paying Agent in the manner provided in the Agency Agreement shall be in satisfaction pro tanto of the relative covenant by the Issuer contained in this Clause or (as the case may be) by the Guarantor LP under the Guarantee in relation to the Covered Bonds of such Series except to the extent that there is a default in the subsequent payment thereof in accordance with the Conditions to the relevant Covered Bondholders, Receiptholders or Couponholders (as the case may be);
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(b)
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every payment of Excess Proceeds in accordance with the Conditions and Clause 11.2 to or to the order of the Bond Trustee shall be in satisfaction (for the benefit of the Issuer only and not the Guarantor LP) pro tanto of the relative covenant by the Issuer in this Clause contained in respect of the Excess Proceeds which are due and payable in relation to the Covered Bonds of such Series (but as provided in Clause 11.2, shall not do so for the purposes of the subrogation rights of the Guarantor LP contemplated by Clause 7.9 and shall not reduce or discharge any obligations of the Guarantor LP);
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(c)
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in the case of any payment of principal which is not made to the Bond Trustee or the Issuing and Paying Agent on or before the due date or which is made on or after accelerated maturity following an Issuer Event of Default or Guarantor LP Event of Default, interest shall continue to accrue on the Principal Amount Outstanding of the relevant Covered Bonds (except in the case of Zero Coupon Covered Bonds to which the provisions of Condition 6.10 shall apply) (both before and after any decree, judgment or other order of a court of competent jurisdiction) at the rates aforesaid up to and including the date which the Bond Trustee determines in its absolute discretion to be the date on and after which payment is to be made in respect thereof as stated in a notice given to the holders of such Covered Bonds (such date to be not later than 14 days after the day on which the whole of such principal amount, together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Bond Trustee or the Issuing and Paying Agent); and
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(d)
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in any case where payment of the whole or any part of the principal amount of any Covered Bond is improperly withheld or refused upon due presentation thereof (other than in circumstances contemplated by (c) above) interest shall accrue on the Principal Amount Outstanding of such Covered Bond (except in the case of Zero Coupon Covered Bonds to which the provisions of Condition 6.10 shall apply) payment of which has been so withheld or refused (both before and after any decree, judgment or other order of a court of competent jurisdiction) at the rates aforesaid from the date of such withholding or refusal until the date on which, upon further presentation of the relevant Covered Bond, payment of the full amount (including interest as aforesaid) in the relevant currency payable in respect of such Covered Bond is made or (if earlier) the seventh day after notice is given to the relevant Covered Bondholder(s) (whether individually or in accordance with Condition 14 (Notices)) that the full amount (including interest as aforesaid) in the relevant currency in respect of such Covered Bond is available for payment, PROVIDED THAT, upon further presentation thereof being duly made, such payment is made.
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2.3
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Bond Trustee’s requirements regarding Paying Agents etc:
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(a)
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At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer which it proposes to pay under Clause 11 to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may:
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(i)
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by notice in writing to the Issuer, the Guarantor LP, the Issuing and Paying Agent and the other Paying Agents require the Issuing and Paying Agent and the other Paying Agents pursuant to the Agency Agreement to act thereafter as Issuing and Paying Agent and other Paying Agents respectively of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms hereof mutatis mutandis on the terms provided in the Agency Agreement (save that the Bond Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out of pocket expenses of the Issuing and Paying Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Bond Trustee on the trusts hereof relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or
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(ii)
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by notice in writing to the Issuer require it (but not the Guarantor LP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent and with effect from the issue of any such notice to the Issuer and until such notice is withdrawn proviso (a) to sub clause 2.2 of this Clause relating to the Covered Bonds shall cease to have effect in respect of the Issuer.
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(b)
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At any time after a Guarantor LP Event of Default or Potential Guarantor LP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor LP which it proposes to pay under Clause 11 to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may:
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(i)
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by notice in writing to the Issuer, the Guarantor LP, the Issuing and Paying Agent and the other Paying Agents require the Issuing and Paying Agent and the other Paying Agents pursuant to the Agency Agreement to act thereafter as Issuing and Paying Agent and other Paying Agents respectively of the Bond Trustee in relation to payments of such moneys to be made by or on behalf of the Bond Trustee under the terms hereof mutatis mutandis on the terms provided in the Agency Agreement (save that the Bond Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out of pocket expenses of the Issuing and Paying Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Bond Trustee on the trusts hereof relating to the Covered Bonds of the relevant Series and available for such purpose) and thereafter to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by them in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or
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(ii)
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by notice in writing to the Guarantor LP require it to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent and with effect from the issue of any such notice to the Guarantor LP and until such notice is withdrawn proviso (a) to sub clause 2.2 of this Clause relating to the Covered Bonds shall cease to have effect.
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2.4
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If the Floating Rate Covered Bonds or Index Linked Interest Covered Bonds of any Series become immediately due and repayable following an Issuer Event of Default or a Guarantor LP Event of Default the rate and/or amount of interest payable in respect of them will be calculated by the Calculation Agent at the same intervals as if such Covered Bonds had not become due and repayable, the first of which will commence on the expiry of the Interest Period during which the Covered Bonds of the relevant Series become so due and repayable mutatis mutandis in accordance with the provisions of Condition 5 (Interest) except that the rates of interest need not be published.
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2.5
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Currency of payments:
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2.6
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Further Covered Bonds:
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2.7
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Separate Series:
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3.
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Forms of the Covered Bonds
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3.1
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Bearer Global Covered Bonds:
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(a)
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The Bearer Covered Bonds of each Tranche will initially be represented by a single Temporary Global Covered Bond or a single Permanent Global Covered Bond, as indicated in the applicable Pricing Supplement. Each Temporary Global Covered Bond shall be exchangeable, upon a request as described therein, for either Bearer Definitive Covered Bonds together with, where applicable, Receipts and (except in the case of Zero Coupon Covered Bonds) Coupons and, where applicable, Talons attached, or a Permanent Global Covered Bond in each case in accordance with the provisions of such Temporary Global Covered Bond. Each Permanent Global Covered Bond shall be exchangeable for Bearer Definitive Covered Bonds together with, where applicable, Receipts and (except in the case of Zero Coupon Covered Bonds) Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Covered Bond. All Global Covered Bonds shall be prepared, completed and delivered to a common depositary (in the case of a CGCB) or a Common Safekeeper (in the case of a NGCB) for Euroclear and Clearstream in accordance with the provisions of the Dealership Dealership Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the Relevant Dealer(s) and, in each case, the Agency Agreement.
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(b)
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Each Temporary Global Covered Bond shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2, with such changes or in such other form as shall be agreed to by the Issuer, the Guarantor LP and the Bond Trustee, and may be a facsimile. Each Temporary Global Covered Bond shall have annexed thereto a copy of the applicable Pricing Supplement and shall be signed manually or in facsimile by a person duly authorized by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of NGCB that is a Eurosystem-eligible Covered Bond, be effectuated by the Common Safekeeper acting on instructions of the Issuing and Paying Agent. Each Temporary Global Covered Bond so executed and authenticated shall be binding and valid obligations of the Issuer and the Guarantee in respect thereof shall be binding and valid obligations of the Guarantor LP and title to such Temporary Global Covered Bond shall pass by delivery.
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(c)
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Each Permanent Global Covered Bond shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2, with such changes or in such other form as shall be agreed to by the Issuer, the Guarantor LP and the Bond Trustee, and may be a facsimile. Each Permanent Global Covered Bond shall have annexed thereto a copy of the applicable Pricing Supplement and shall be signed manually or in facsimile by a person duly authorized by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of NGCB that is a Eurosystem-eligible Covered Bond, be effectuated by the Common Safekeeper acting on instructions of the Issuing and Paying Agent. Each Permanent Global Covered Bond so executed and authenticated shall be a binding and valid obligation of the Issuer and title to such Permanent Global Covered Bond shall pass by delivery.
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3.2
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Registered Global Covered Bonds:
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(a)
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Subject as provided below, Registered Covered Bonds of a Tranche that are initially offered and sold in the United States in reliance on Rule 144A under the Securities Act shall be represented by a Rule 144A Global Covered Bond and Registered Covered Bonds of a Series that are initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be represented by a Regulation S Global Covered Bond. Registered Global Covered Bonds will (i) if held under the NSS, be registered in the name of a nominee of, and delivered to, a Common Safekeeper for Euroclear and/or Clearstream; or (ii) if not held under the NSS, either (1) be deposited with a custodian for, and registered in the name of a nominee of, DTC or CDS, or (2) be deposited with a common depositary for, and registered in the name of a nominee of, Euroclear and Clearstream, as specified in the applicable Pricing Supplement.
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(b)
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Registered Global Covered Bonds shall be exchangeable and transferable only in accordance with, and subject to, the provisions of the Registered Global Covered Bonds and the Agency Agreement and the rules and operating procedures for the time being of DTC, CDS, Euroclear and Clearstream, as applicable, including the requirement that all Definitive Registered Covered Bonds issued in exchange for a Legended Covered Bond shall bear a legend in the same form mutatis mutandis as that set out in the Rule 144A Global Covered Bond.
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(c)
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Each Registered Global Covered Bond shall be printed or typed in the form of or substantially in the form set out in Part 1, 2 or 5 (as applicable) of Schedule 3, with such changes or in such other form as shall be agreed to by the Issuer, the Guarantor LP and the Bond Trustee, and may be a facsimile. Each Registered Global Covered Bond shall have annexed thereto a copy of the applicable Pricing Supplement and shall be signed manually or in facsimile by a person duly authorized by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Registrar and shall, in the case of a Registered Global Covered Bond that is to held under the NSS, be effectuated by the Common Safekeeper on instruction of the Registrar. Each Registered Global Covered Bond as executed and authenticated shall be a binding and valid obligation of the Issuer.
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3.3
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Definitive Covered Bonds:
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(a)
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The Bearer Definitive Covered Bonds, the Receipts, the Coupons and the Talons shall be to bearer in the respective forms or substantially in the respective forms set out in Parts 3, 4, 5 and 6, respectively, of Schedule 2, with such changes or in such other form as shall be agreed to by the Issuer, the Guarantor LP and the Bond Trustee. The Bearer Definitive Covered Bonds, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions may be incorporated by reference into such Bearer Definitive Covered Bonds unless not so permitted by the relevant Stock Exchange (if any), or the Bearer Definitive Covered Bonds shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Bearer Definitive Covered Bonds shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Covered Bonds, the Receipts, the Coupons and the Talons shall pass by delivery.
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(b)
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Except with respect to N Covered Bonds, which shall be issued in accordance with Section 3.4, the Registered Definitive Covered Bonds shall be in registered form and shall be issued in the form or substantially in the form set out in Part A, B or C (as applicable) of Schedule 3, with such changes or in such other form as shall be agreed to by the Issuer, the Guarantor LP and the Bond Trustee, shall be serially numbered, shall be endorsed with a legend in the same form mutatis mutandis as that set out on the Rules 144A Global Covered Bond (in the case of those issued in exchange for Rule 144A Global Covered Bonds) and a Form of Transfer and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions may be incorporated by reference into such Registered Definitive Covered Bonds unless not permitted by the relevant Stock Exchange (if any), or the Registered Definitive Covered Bonds shall be endorsed with or have attached thereto the relevant Conditions and, in either case, the Registered Definitive Covered Bonds shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Registered Definitive Covered Bonds shall pass upon registration of transfer in the Register kept by the Registrar in respect thereof in accordance with the provisions of the Agency Agreement and these presents.
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(c)
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The Definitive Covered Bonds shall be signed manually or in facsimile by a person duly authorized by the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Issuing and Paying Agent (in the case of Bearer Definitive Covered Bonds) or the Registrar (in the case of Registered Definitive Covered Bonds). The Definitive Covered Bonds so executed and authenticated, and the Receipts, the Coupons and Talons, upon execution and authentication of the relevant Bearer Definitive Covered Bonds, shall be binding and valid obligations of the Issuer. The Receipts, the Coupons and the Talons shall not be signed. No Bearer Definitive Covered Bond and none of the Receipts, Coupons or Talons appertaining to such Bearer Definitive Covered Bond shall be binding or valid until such Bearer Definitive Covered Bond shall have been executed and authenticated as aforesaid. No Bearer Covered Bond may be exchanged for a Registered Covered Bond or vice versa.
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3.4
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N Covered Bonds
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(a)
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N Covered Bonds shall be issued in the form or substantially in the form set out in Part A of Part 4 of Schedule 3, with such changes or in such other form as shall be agreed to by the Issuer, the Guarantor LP and the Bond Trustee with the relevant N Covered Bond Conditions annexed thereto as Schedule One and the form of the N Covered Bond Assignment Agreement annexed as Schedule Two and shall specify the name of the relevant Covered Bondholder. Each N Covered Bond shall form a Series of Covered Bonds and shall be issued separately to each N Covered Bondholder and not by way of uniform issue subdivided into identical N Covered Bonds. In addition, in respect of each issuance of N Covered Bonds, an N Covered Bond Agreement substantially in the form set out in Part B of Part 4 of Schedule 3 will be prepared, executed and delivered. The N Covered Bond Agreement will be executed in multiples, one copy for each party to the N Covered Bond Agreement. Each N Covered Bond and each N Covered Bond Agreement relating thereto executed and authenticated in accordance with Section 3.3(c) shall be a binding and valid obligation of the Issuer and the Guarantee in respect thereof shall be a binding and valid obligation of the Guarantor LP.
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(b)
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Each N Covered Bond shall only be transferable by way of assignment and surrender of the certificate representing the N Covered Bond to the Registrar together with delivery to the Registrar of a duly completed and executed N Covered Bond Assignment Agreement in the form attached to the relevant N Covered Bond in which the relevant transferee agrees to be bound by the terms of the original N Covered Bond Agreement in relation to that N Covered Bond. Subject to the foregoing, title to the N Covered Bond shall pass upon registration of transfer in the Register kept by the Registrar in respect thereof.
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3.5
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Other Forms of Covered Bonds:
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3.6
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Facsimile signatures:
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3.7
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Persons to be treated as Covered Bondholders:
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(a)
|
the bearer of any Bearer Definitive Covered Bond, Receipt, Coupon or Talon and the registered holder of any Registered Definitive Covered Bonds or N Covered Bond; and
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(b)
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each person for the time being shown in the records of Euroclear or Clearstream, DTC or, as the case may be, CDS or (except in the case of a NGCB or a Registered Global Covered Bond held under the NSS) such other additional or alternative clearing system approved by the Issuer, the Bond Trustee, and the Issuing and Paying Agent, as having a particular nominal amount of Covered Bonds credited to his securities account,
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3.8
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Certificates of Depositaries or Clearing Systems:
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4.
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Fees, Duties and Taxes
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5.
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Covenant of Compliance
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6.
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Cancellation of Covered Bonds and Records
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6.1
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The Issuer shall procure that all Covered Bonds issued by it and which are (i) redeemed or (ii) purchased by or on behalf of the Issuer, or any of its Subsidiaries and surrendered for cancellation or (iii) which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 12 (Replacement of Covered Bonds) (together in each case, in the case of Bearer Definitive Covered Bonds, with all unmatured Receipts and Coupons attached thereto or delivered therewith), and all Receipts and Coupons paid in accordance with the relevant Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 12 (Replacement of Covered Bonds), shall forthwith be cancelled by or on behalf of the Issuer and a certificate signed by two Authorized Signatories of the Issuer stating:
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(a)
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the aggregate principal amount of Covered Bonds which have been redeemed and the aggregate amounts in respect of Receipts and Coupons which have been paid;
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(b)
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the serial numbers of such Covered Bonds in definitive form and Receipts distinguishing between Bearer Covered Bonds and Registered Covered Bonds;
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(c)
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the total numbers (where applicable, of each denomination) by maturity date of such Receipts and Coupons;
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(d)
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the aggregate amount of interest paid (and the due dates of such payments) on Global Covered Bonds and/or Registered Definitive Covered Bonds;
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(e)
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the aggregate nominal amount of Covered Bonds (if any) which have been purchased by or on behalf of the Issuer or any of its Subsidiaries and cancelled and the serial numbers of such Covered Bonds in definitive form and, in the case of Bearer Definitive Covered Bonds, the total number (where applicable, of each denomination) by maturity date of the Receipts, Coupons and Talons attached thereto or surrendered therewith;
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(f)
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the aggregate nominal amounts of Covered Bonds and Receipts and the aggregate amounts in respect of Coupons which have been so surrendered and replaced and the serial numbers of such Covered Bonds in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons;
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(g)
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the total number (where applicable, of each denomination) by maturity date of the unmatured Coupons missing from Bearer Definitive Covered Bonds bearing interest at a fixed rate which have been redeemed or surrendered and replaced and the serial numbers of the Bearer Definitive Covered Bonds to which such missing unmatured Coupons appertained; and
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(h)
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the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons or Receipts,
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6.2
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The Issuer shall use its best efforts to procure (i) that the Issuing and Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons issued by it (other than serial numbers of Receipts and Coupons) and of their redemption or purchase by or on behalf of the Issuer or the Guarantor LP, any cancellation or any payment or exchange (as the case may be) and of all replacement covered bonds, receipts, coupons or talons issued in substitution for lost, stolen, mutilated, defaced or destroyed Covered Bonds, Receipts, Coupons or Talons and (ii) that such records and copies thereof shall be made available to the Bond Trustee at all reasonable times.
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7.
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Covered Bond Guarantee
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7.1
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(a)
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In consideration of the Advances to be made by the Issuer to the Guarantor LP pursuant to the Intercompany Loan Agreement, the payment of any Excess Proceeds to the Guarantor LP pursuant to Clause 11.2 and the payment by the Issuer to the Guarantor LP of the Guarantee Fee, the Guarantor LP unconditionally and irrevocably guarantees to the Bond Trustee, for the benefit of the Covered Bondholders, payment of the Guaranteed Amounts as and when the same become Due for Payment.
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(b)
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The Guarantor LP shall, as guarantor:
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(i)
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following the delivery of a Notice to Pay, pay or procure to be paid on each Scheduled Payment Date (or on such later date provided for in Clause 8.1(b)) (in the manner described in Clause 8) to or to the order of the Bond Trustee (for the benefit of the Covered Bondholders), an amount equal to those Guaranteed Amounts which shall have become Due for Payment in accordance with the terms hereof and of the Covered Bonds, but which have not been paid by the Issuer to the relevant Covered Bondholder, Receiptholders and/or Couponholders on the relevant date for payment (PROVIDED THAT, for greater certainty, no Notice to Pay shall be so served until an Issuer Acceleration Notice has been served by the Bond Trustee on the Issuer in accordance with Condition 7.01); and
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(ii)
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following the service by the Bond Trustee of a Guarantor LP Acceleration Notice, in accordance with Condition 7.02, on the Issuer and copied to the Guarantor LP, in respect of the Covered Bonds which have become immediately due and repayable, pay or procure to be paid to or to the order of the Bond Trustee (for the benefit of the Covered Bondholders) in the manner described in Clause 8.1, the Guaranteed Amounts,
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7.2
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In relation to the Covered Bonds of each Series, the Covered Bond Guarantee:
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(a)
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is a continuing guarantee;
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(b)
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extends (in the case of the Guarantor LP) to the ultimate balance of the Guaranteed Amounts due to be paid by the Issuer on the relevant Scheduled Payment Dates in accordance with the terms hereof, the Covered Bonds, the Receipts or the Coupons, regardless of any intermediate payment or discharge in whole or in part of any Guaranteed Amounts due to be paid on the relevant Scheduled Payment Date;
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(c)
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shall not be discharged except by complete performance of the obligations in this Trust Deed, is additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person (whether from the Guarantor LP or otherwise); and
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(d)
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shall remain in force, in relation to the Covered Bond Guarantee, until all moneys payable by the Guarantor LP pursuant to the terms of the Covered Bond Guarantee shall have been paid.
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7.3
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The Guarantor LP shall in respect of any payment due to be made pursuant hereto not be released from its obligations under or pursuant hereto in any circumstances (notwithstanding anything which but for this provision would release the Guarantor LP or would affect its liability under or pursuant hereto in respect of such payment) except upon the receipt by or for the account of the Bond Trustee of the full amount of such payment from the Issuer and the Guarantor LP in the currency, at the place and in the manner provided for herein PROVIDED THAT (except in the case of Excess Proceeds) every payment of principal, premium or interest in respect of the Covered Bonds, Receipts and/or Coupons made to the Issuing and Paying Agent in the manner provided in the Agency Agreement shall be in satisfaction pro tanto of the liability of the Guarantor LP hereunder and shall be deemed for the purpose of this sub clause to have been paid to the order of the Bond Trustee, except to the extent that the subsequent payment thereof to the Covered Bondholders, the Receiptholders or the Couponholders in accordance with the Conditions is not made.
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7.4
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If any payment received by the Bond Trustee, the Issuing and Paying Agent or any Covered Bondholder, Receiptholder or Couponholder pursuant to the provisions hereof, on the subsequent bankruptcy, sequestration, liquidation, insolvency, corporate reorganisation or other such similar event of the Issuer or the Guarantor LP, be set aside or avoided in whole or in part under any laws relating to bankruptcy, sequestration, liquidation, insolvency, corporate reorganisation or other similar event, such payment shall not be considered as having discharged or diminished the liability of the Issuer or, as the case may be, the Guarantor LP and the Covered Bond Guarantee shall continue to apply in accordance with their terms as if the underlying payment in respect of which the liability of the Guarantor LP hereunder arose had at all times remained owing by such Issuer.
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7.5
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Without prejudice to the generality of the foregoing provisions of this Clause, the Guarantor LP agrees that if any or all of the Guaranteed Amounts are not duly paid by the Issuer and such Guaranteed Amounts are not recoverable under Section 7.1 in accordance with the terms of Section 7.1, for any reason whatsoever, the Guarantor LP will, as a separate and distinct obligation, indemnify and save harmless the Bond Trustee, for the benefit of the Covered Bondholders, from any loss (excluding indirect or consequential losses) resulting from the failure of the Guarantor LP to pay such Guaranteed Amounts in accordance with the terms of Section 7.1 and if for any reason whatsoever, the Bond Trustee, for the benefit of the Covered Bondholders, is not indemnified by the Guarantor LP in accordance with this Section 7.5, the Guaranteed Amounts will be recoverable from the Guarantor LP in the manner set out in Section 7.1, as a separate and distinct obligation of the Guarantor LP recoverable from the Guarantor LP, as if it were principal debtor and not merely as surety or guarantor and shall be absolute and unconditional, irrespective of, and unaffected by, any invalidity, irregularity, illegality or unenforceability of, or defect in, any provisions hereof or any other Transaction Document, or the absence of any action to enforce the same or the waiver, modification or consent by the Bond Trustee, any of the Covered Bondholders, Receiptholders or Couponholders in respect of any provisions of the same or the obtaining of any judgment or decree against the Issuer or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defence of a guarantor. Accordingly, the validity of the Covered Bond Guarantee shall not be affected by any invalidity, irregularity or unenforceability of all or any of the obligations of the Issuer hereunder or any other Transaction Document and the Covered Bond Guarantee shall not be discharged nor shall the liability of the Guarantor LP hereunder be affected by any act, thing or omission or means whatsoever whereby its liability would not have been discharged if it had been guarantor, indemnitor or principal debtor.
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7.6
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The liability of the Guarantor LP under the Covered Bond Guarantee shall not be lessened, affected, impaired or discharged by:
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(a)
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any time, waiver or indulgence granted to the Issuer by the Bond Trustee, any of the Covered Bondholders, the Receiptholders or Couponholders;
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(b)
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any dealings or transactions between the Issuer and the Bond Trustee, any of the Covered Bondholders, Receiptholders or Couponholders whether or not the Guarantor LP shall be a party to or cognisant of the same;
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(c)
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the dissolution of the Issuer or any change in the status, functions, control or ownership of the Issuer or any consolidation, merger, conveyance or transfer by the Issuer;
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(d)
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any composition between the Issuer and its creditors;
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(e)
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the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Issuer or any other person or any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
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(f)
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any incapacity or lack of powers, authority or legal personality of the Issuer or any other person;
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(g)
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any variation (however fundamental) or replacement of this Trust Deed, the Covered Bonds, the Receipts or the Coupons;
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(h)
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any failure on the part of the Issuer to pay all or any part of the guarantee fee payable by it to the Guarantor LP in connection herewith; or
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(i)
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any postponement, discharge, reduction, non provability or other similar circumstance affecting any obligation of the Issuer hereunder or any other Transaction Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of the Guarantor LP’s obligations under the Covered Bond Guarantee be construed as if there were no such circumstance.
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7.7
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Subject to its obligation to deliver a Notice to Pay, the Bond Trustee may determine from time to time whether it will enforce the Covered Bond Guarantee which it is entitled to enforce, without making any demand or taking any proceedings against the Issuer. Subject to the provisions of this Clause 7 with regard to the service of a Notice to Pay on the Guarantor LP, the Guarantor LP hereby waives any right to require proceedings first against the Issuer with respect to this Trust Deed, the Covered Bonds, Receipts or Coupons, diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of the Issuer, protest or notice and all demands whatsoever.
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7.8
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(a)
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To the extent that the Guarantor LP makes, or there is made on its behalf, a payment under the Covered Bond Guarantee, the Issuer will on such payment being made become indebted to the Guarantor LP for an amount equal to such payment unless such amount shall have been set off with amounts owing under the Intercompany Loan Agreement. Until all amounts which may be or become payable by the Issuer hereunder, the Covered Bonds, Receipts or Coupons have been irrevocably paid in full, the Guarantor LP hereby waives irrevocably and unconditionally:
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(i)
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all rights of subrogation, indemnity, contribution or otherwise (arising under common law, equity, statute or otherwise whatsoever) which it might otherwise have against the Issuer by virtue of any payment made by the Guarantor LP pursuant to the Covered Bond Guarantee; and
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(ii)
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all rights to claim, rank, prove or vote as creditor of the Issuer or its estate in competition with the Bond Trustee (on behalf of the Covered Bondholders) or to claim a right of set off,
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7.9
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Any amounts from time to time received by the Bond Trustee under the Covered Bond Guarantee shall be applied by the Bond Trustee in accordance with the provisions of Clause 11.1 PROVIDED THAT any Excess Proceeds received by the Bond Trustee shall be applied by the Bond Trustee in accordance with the provisions of Clause 11.2.
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8.
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Payments Under the Covered Bond Guarantee
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8.1
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(a)
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The Issuer shall notify the Bond Trustee in writing (copied to the Guarantor LP), no later than close of business on the fifth Toronto Business Day before each Interest Payment Date, of the amount of Scheduled Interest and/or Scheduled Principal which is due and payable by the Issuer on such Interest Payment Date and shall confirm whether or not it shall have sufficient funds to make such payments of Scheduled Interest and/or Scheduled Principal on such Interest Payment Date. If the amount available for payment by the Issuer in respect of Scheduled Interest and/or Scheduled Principal on such Interest Payment Date will be insufficient to meet the amount of Scheduled Interest and/or Scheduled Principal due and payable on such Interest Payment Date (the “Shortfall”), the Issuer shall inform the Bond Trustee in writing (copied to the Guarantor LP) of the amount of the Shortfall. Following the occurrence of an Issuer Event of Default and service by the Bond Trustee of an Issuer Acceleration Notice on the Issuer pursuant to Condition 7.01, the Bond Trustee shall promptly deliver a Notice to Pay to the Issuer and the Guarantor LP with a copy to the Issuing and Paying Agent requiring the Guarantor LP to pay the Guaranteed Amounts as and when the same are Due for Payment in accordance with the terms of the Covered Bond Guarantee and this Trust Deed.
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(b)
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Following the service by the Bond Trustee of an Issuer Acceleration Notice on the Issuer and the service by the Bond Trustee of a Notice to Pay on the Guarantor LP but prior to a Guarantor LP Event of Default and delivery by the Bond Trustee of a Guarantor LP Acceleration Notice, payment by the Guarantor LP of the Guaranteed Amounts pursuant to the Covered Bond Guarantee shall be made in accordance with the Guarantee Priority of Payments set out in Section 6.4 of the Guarantor LP Agreement by noon (local time in the relevant financial centre of the payment or, in the case of a payment in euro, London time) on (a) the second London Business Day following service of a Notice to Pay on the Guarantor LP or, if later, (b) the Scheduled Payment Date on which the relevant Guaranteed Amount is Due for Payment.
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8.2
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The Bond Trustee shall direct the Guarantor LP to pay (or to procure the payment of) all sums payable under the Covered Bond Guarantee to the Issuing and Paying Agent subject always to the provisions of Clause 2.3.
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8.3
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At least one London Business Day before the date on which the Guarantor LP is obliged to make a payment under the Covered Bond Guarantee, it shall notify or procure the notification of the Issuing and Paying Agent of the irrevocable instructions to the Account Bank through which payment to the Issuing and Paying Agent is to be made.
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8.4
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All payments of Guaranteed Amounts by or on behalf of the Guarantor LP shall be made without withholding or deduction for, or on account of, any present or future tax, duties, assessment or other governmental charges of whatever nature, unless the withholding or deduction is required by law or regulation or administrative practice of any jurisdiction. If any such withholding or deduction is required, the Guarantor LP shall pay the Guaranteed Amounts net of such withholding or deduction and shall account to the appropriate tax authority for the amount required to be withheld or deducted. The Guarantor LP shall not be obliged to pay any additional amount to the Bond Trustee or any holder of Covered Bonds, Receipts and/or Coupons in respect of the amount of such withholding or deduction. In the event that such withholding or deduction is required, the Issuer shall be required to pay such additional amounts as will result in the holders of Covered Bonds, Receipts or Coupons receiving such amounts as they would have received in respect of such Covered Bonds or Coupons had no such withholding or deduction been required in accordance with Condition 8.01.
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8.5
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The Issuer shall not be discharged from its obligations under the Covered Bonds, Receipts or Coupons and this Trust Deed by any payment made by the Guarantor LP under the Covered Bond Guarantee PROVIDED THAT this sub clause shall operate only for the purpose of the subrogation rights of the Guarantor LP contemplated by Clause 7.8.
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8.6
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Except in relation to Excess Proceeds, any payment made by the Guarantor LP to the Covered Bondholders, Receiptholders or the Couponholders in respect of the Covered Bonds, Receipts or Coupons may be made in accordance with the Conditions and the Agency Agreement, and any payments so made shall be a good discharge pro tanto of the relative covenant by the Guarantor LP (as the case may be) contained in Clauses 7 or 8 (as the case may be) save to the extent that there is default in the subsequent payment thereof in accordance with the trust presents to the relevant Covered Bondholders, Receiptholders or Couponholders (as the case may be).
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9.
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Non Payment
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10.
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Proceedings, Action and Indemnification
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10.1
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The Bond Trustee may at any time after an Issuer Acceleration Notice (in the case of the Issuer) or a Guarantor LP Acceleration Notice (in the case of the Guarantor LP), at its discretion and without further notice, take such proceedings as it may think fit against or in relation to the Issuer or, as the case may be, the Guarantor LP to enforce the provisions of this Trust Deed, the Covered Bonds, the Receipts and the Coupons. However, the Bond Trustee shall not be bound to take any such enforcement proceedings in relation to this Trust Deed, the Covered Bonds, the Receipts, the Coupons or any other Transaction Document unless directed or requested to do so (i) by an Extraordinary Resolution (with the Covered Bonds of all Series taken together as a single Series as provided in Clause 2.7) or (ii) in writing by the holders of not less than twenty five per cent of the Principal Amount Outstanding of the Covered Bonds then outstanding (with the Covered Bonds of all Series taken together as a single Series as aforesaid) and in either case then only if it shall be indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing.
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10.2
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Subject to Clause 10.1, the Bond Trustee shall not be bound to take any other action hereunder or any other Transaction Document unless directed or requested to do so (i) by an Extraordinary Resolution of the Covered Bondholders of the relevant one or more Series or (ii) in writing by the holders of not less than fifty per cent of the Principal Amount Outstanding of the Covered Bonds of the relevant one or more Series and in either case then only if it shall be indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing.
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10.3
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Only the Bond Trustee may enforce the provisions hereof. No Covered Bondholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantor LP to enforce the performance of any of the provisions hereof or to directly enforce the provisions of the Security Agreement or any other Transaction Document unless the Bond Trustee having become bound as aforesaid to take proceedings fails to do so within 30 days and such failure is continuing (in which case each of such Covered Bondholder, Receiptholder or Couponholder shall be entitled to take any such steps and proceedings as it shall deem necessary other than the presentation of a petition for the winding up of, or for an administration order in respect of, the Issuer or the Guarantor LP).
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10.4
|
Notwithstanding the foregoing, for so long as there are U.S. Registered Covered Bonds outstanding, in accordance with Section 316(b) of the Trust Indenture Act, the right of any holder to receive payment of principal and interest on the Covered Bonds on or after the due date for such principal or interest, or to institute suit for the enforcement of payment of that principal or interest, may not be impaired or affected without the consent of the Covered Bondholders, provided that no such right of enforcement shall exist (i) in respect of a postponement of an interest payment which has been consented to by the Covered Bondholders in accordance with the Trust Deed or (ii) to the extent that the institution or prosecution of such suit or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the security granted pursuant to this Trust Deed or the relevant Security Agreements upon any property subject to such security.
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11.
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Application of Moneys
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11.1
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All moneys (other than Excess Proceeds which shall be applied in the manner set out in Clause 11.2 below) received by the Bond Trustee hereunder from the Issuer or, as the case may be, the Guarantor LP or any administrator, administrative receiver, receiver, liquidator, trustee in sequestration or other similar official appointed in relation to the Issuer or the Guarantor LP (including any moneys which represent principal or interest in respect of Covered Bonds, Receipts or Coupons which have become void or in respect of which claims have become prescribed under Condition 10 (Prescription) and including the proceeds of any enforcement of the Security) shall, unless and to the extent attributable, in the opinion of the Bond Trustee and only as expressly permitted by the Guide, to a particular Series of the Covered Bonds, be apportioned pari passu and rateably between each Series of the Covered Bonds, and all moneys received by the Bond Trustee hereunder from the Issuer or, as the case may be, the Guarantor LP to the extent attributable in the opinion of the Bond Trustee and only as expressly permitted by the Guide to a particular Series of the Covered Bonds or which are apportioned to such Series as aforesaid, be held by the Bond Trustee upon trust to apply them (subject to Clause 13):
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11.2
|
(a)
|
Following the occurrence of an Issuer Event of Default, and the delivery of an Issuer Acceleration Notice any moneys received by the Bond Trustee from the Issuer or any administrator, administrative receiver, receiver, liquidator, trustee in sequestration or other similar official appointed in relation to the Issuer (the “Excess Proceeds”) shall be paid by the Bond Trustee on behalf of the Covered Bondholders of the relevant Series to the Guarantor LP for its own account, as soon as practicable, and shall be held by the Guarantor LP in the GIC Account and the Excess Proceeds shall thereafter form part of the Security and shall be used by the Guarantor LP in the same manner as all other moneys from time to time standing to the credit of the GIC Account. Any Excess Proceeds received by the Bond Trustee shall discharge the obligations of the Issuer in respect of the Covered Bonds, Receipts and Coupons (to the extent of the amount so received) (but shall be deemed not to have done so for the purposes of subrogation rights of the Guarantor LP contemplated by Clause 7.8). However, the obligations of the Guarantor LP under the Covered Bond Guarantee are unconditional and irrevocable and the receipt by the Bond Trustee of any Excess Proceeds shall not reduce or discharge any such obligations.
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(b)
|
By subscribing for Covered Bond(s), each Covered Bondholder shall be deemed to have irrevocably directed the Bond Trustee to pay the Excess Proceeds to the Guarantor LP in the manner as described above.
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(c)
|
For the avoidance of doubt, any payments by the Guarantor LP to the Covered Bondholders out of the Excess Proceeds, shall reduce the Guaranteed Amounts pro tanto.
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12.
|
Covered Bondholder Communications and Reports
|
|
(a)
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within 60 days after the end of each calendar year following the first date on which U.S. Registered Covered Bonds are issued and for so long as there are U.S. Registered Covered Bonds outstanding, deliver to each Covered Bondholder a brief report that complies with Section 313(a) of the Trust Indenture Act, and such report shall be dated as of a date convenient to the Bond Trustee and be delivered by mail where required pursuant to Section 313(c) of the Trust Indenture Act. For so long as there are U.S. Registered Covered Bonds outstanding, the Trustee shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act, including without limitation with respect to the filing of reports with the U.S. Securities and Exchange Commission; and
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(b)
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give notice to the relevant Covered Bondholders in accordance with Condition 14 (Notices) of the day fixed for any payment to them under Clause 11.1. Such payment may be made in accordance with Condition 9 (Payments) and any payment so made shall be a good discharge to the Bond Trustee.
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13.
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Investment By Bond Trustee
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13.1
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Except in relation to any Excess Proceeds, the Bond Trustee may at its absolute discretion and pending payment invest moneys at any time available for the payment of principal and interest on the Covered Bonds of any Series in Substitute Assets for such periods as it may consider expedient with power from time to time at the like discretion to vary such Substitute Assets and to accumulate Substitute Assets and the resulting interest and other income derived therefrom. The accumulated Substitute Assets shall be applied under Clause 11. All interest and other income deriving from such Substitute Assets shall be applied first in payment or satisfaction of all amounts then due and unpaid under Clauses 16 and/or 17(j) to the Bond Trustee and/or any Appointee and otherwise held for the benefit of and paid to the holders of the Covered Bond of such Series or the holders of the related Receipts and/or Coupons, as the case may be.
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13.2
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Except in relation to any Excess Proceeds, any moneys which under the trusts hereof ought to or may be invested by the Bond Trustee may be invested in the name or under the control of the Bond Trustee in any Substitute Assets whether or not they produce income or by placing the same on deposit in the name or under the control of the Bond Trustee at such bank or other financial institution and in such currency as the Bond Trustee may think fit. If that bank or institution is the Bond Trustee or a Subsidiary, holding or associated company of the Bond Trustee, it need only account for an amount of interest equal to the amount of interest which would, at then current rates, be payable by it on such a deposit to an independent customer. The Bond Trustee may at any time vary such Substitute Assets for or into other Substitute Assets or convert any moneys so deposited into any other currency and shall not be responsible for any loss resulting from any such Substitute Assets or deposits, whether due to depreciation in value, fluctuations in exchange rates or otherwise (save where any loss results from the Bond Trustee's breach of trust, fraud, wilful default or negligence or that of its officers or employees).
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14.
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Partial Payments
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15.
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Covenants by the Issuer and the Guarantor LP
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(a)
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at all times maintain a Issuing and Paying Agent, Registrar, Exchange Agent, Transfer Agent and other Paying Agents with specified offices in accordance with the Conditions and at all times maintain any other agents required by the Conditions;
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(b)
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give notice in writing to the Bond Trustee of the occurrence of any Issuer Event of Default or Potential Issuer Event of Default or Guarantor LP Event of Default or Potential Guarantor LP Event of Default (as applicable) without waiting for the Bond Trustee to take any further action;
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(c)
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at all times keep proper books of account;
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(d)
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give to the Bond Trustee at all times such information as it shall reasonably require for the purpose of the discharge of the duties, powers, trusts, authorities and discretions vested in it hereunder or by operation of law provided always that the foregoing shall not oblige the Issuer or the Guarantor LP to give any information non disclosure of which is required by any applicable law;
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(e)
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without limiting Section 15(d), for so long as U.S. Registered Covered Bonds are outstanding, deliver or cause to be delivered, to the Bond Trustee, pursuant to Section 312 of the Trust Indenture Act, at least once every six months commencing on the date which is six months following the date on which U.S. Registered Covered Bonds are first issued and at such other times as the Bond Trustee may request in writing, a list in such form as the Bond Trustee may reasonably request in writing of all information in the possession or control of the Issuer and the Guarantor LP, or of any of the Paying Agents, as to the names and addresses of the Covered Bondholders and requiring the Bond Trustee to preserve, in as current a form as is reasonably practicable, all such information so furnished to it or received by it;
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(f)
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send to the Bond Trustee (if same are produced) (i) as promptly as practicable after the time of issue or publication thereof and in any event within 180 days after the end of each of its financial years (or financial periods, as appropriate, in the event of a change of accounting reference date) two copies (by email) (in addition to any copies to which it may be entitled as a holder of any security in or of any Issuer or Guarantor LP) in the English language of each report and accounts for the relevant financial year/financial period (as appropriate) containing a balance sheet and profit and loss account of the Issuer; (ii) in the case of the Issuer only, as promptly as practicable after the issue or publication thereof two copies (by email) of every balance sheet, profit and loss account, report or other notice, statement or circular issued to the shareholders of the Issuer in their capacity as such; and (iii) upon the execution hereof and thereafter forthwith upon any change of the same a list of the Authorized Signatories of the Issuer, or as the case may be, the Guarantor LP;
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(g)
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so far as permitted by law at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the reasonable opinion of the Bond Trustee to give effect to the terms and conditions of the trust presents;
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(h)
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procure that the Issuing and Paying Agent or the Registrar, as the case may be, notifies the Bond Trustee forthwith in the event that it does not, on or before the due date for payment in respect of the Covered Bonds or any of them or in respect of the Receipts (if any) and/or the Coupons (if any), receive unconditionally in the manner provided by the Agency Agreement the full amount of the moneys payable on such due date on all such Covered Bonds, Receipts or, as the case may be, all such Coupons;
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(i)
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in relation to any Covered Bonds agreed by the Issuer and the Relevant Dealer to be listed and admitted to trading on any Stock Exchanges(s), use all reasonable efforts to procure the admission of the relevant Covered Bonds to listing and trading on such Stock Exchange(s) and to maintain the same until none of the Covered Bonds of the relevant Series is outstanding provided that, if it should be impracticable or unduly burdensome to maintain any such listing, the Issuer shall use all reasonable efforts to procure and maintain as aforesaid a listing or a quotation for the relevant Covered Bonds on such other Stock Exchange(s) as it and the Relevant Dealer(s) may reasonably agree. However if such alternative listing is not available or is, in the opinion of the Issuer, impractical or unduly burdensome, an alternative listing for such Covered Bonds may not be obtained;
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(j)
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observe and comply with its obligations, and use all reasonable endeavours to procure that the Paying Agents, Transfer Agent, Registrar, Exchange Agent and Calculation Agent observe and comply with all their respective obligations under the Agency Agreement and not modify or amend the same without the previous consent in writing of the Bond Trustee;
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(k)
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send to the Bond Trustee a copy of the form of any notice or report to be given to the Covered Bondholders in accordance with Condition 14 (Notices) and, upon publication, two copies of such notice, such notice being in the form approved by the Bond Trustee (such approval not to be unreasonably withheld or delayed and, unless so expressed, not to constitute approval for the purposes of Section 21 of the FSMA of a communication within the meaning of Section 21);
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(l)
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send or procure to be sent to the Bond Trustee at the time of delivery to the Bond Trustee of the Issuer’s report and accounts pursuant to paragraph (f)(i) of this Clause and within 30 days after any request by the Bond Trustee, a certificate signed by two Authorized Signatories of the Issuer or, as the case may be, the Guarantor LP certifying that, to the best of their knowledge and belief after making all reasonable enquiries, (i) during such financial year (or financial period, as appropriate, in the event of a change of accounting reference date) (or during such period as the Bond Trustee may reasonably specify in such request) and since the completion thereof and up to a specified date not earlier than 10 days prior to the date of such certificate, the Issuer or, as the case may be, the Guarantor LP has complied with its material obligations hereunder and under the Agency Agreement and the other Transaction Documents or (if such is not the case) giving details of the circumstances of such non compliance and (ii) without prejudice to the generality of this paragraph (l) or of paragraph (b) of this Clause there did not exist on the part of the Issuer, or as the case may be, the Guarantor LP, as at the date mentioned in (i) above, any Issuer Event of Default or Potential Issuer Event of Default or Guarantor LP Event of Default or Potential Guarantor LP Event of Default (as applicable) or, if any Issuer Event of Default or Potential Issuer Event of Default or Guarantor LP Event of Default or Potential Guarantor LP Event of Default (as applicable) exists, giving details of the same;
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(m)
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in the event of the unconditional payment to the Issuing and Paying Agent or the Bond Trustee (in any case) of any sum due in respect of principal, redemption amount, premium (if any) and/or interest on the Covered Bonds of such Series or any of them being made after the due date for payment thereof, forthwith give or procure the Issuing and Paying Agent to give notice to the Covered Bondholders of such Series in accordance with Condition 14 (Notices) that such payment has been made;
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(n)
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if while any of the Covered Bonds remains outstanding the Issuer shall become subject generally to the taxing jurisdiction of any territory or any authority or political sub division therein or thereof having power to tax other than or in addition to the Tax Jurisdiction, unless the Bond Trustee otherwise agrees, the Issuer shall give to the Bond Trustee notice forthwith upon becoming aware thereof and, as soon as practicable thereafter, an undertaking or covenant in form and substance and manner satisfactory to the Bond Trustee in terms corresponding to the relevant Condition 8 (Taxation) or Clause 8.4 (as the case may be) with the substitution for (or, as the case may be, addition to) the references therein to the Tax Jurisdiction of references to that other or additional territory or any authority or political sub division therein or thereof having power to tax to whose taxing jurisdiction such Issuer shall have become subject as aforesaid and, where such undertaking or covenant is provided, references in Condition 6.02 (Early Redemption for Taxation Reasons) to the Tax Jurisdiction shall be deemed to be amended accordingly;
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(o)
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give notice to the Covered Bondholders in accordance with the Conditions of any appointment (other than the initial appointment), resignation or removal of any Paying Agent, Calculation Agent, Registrar, Exchange Agent or Transfer Agent as shown on the Covered Bonds or so published in accordance with the Conditions as soon as practicable and in any event within 14 days after such event taking effect and within 30 days of notice received from a Paying Agent, Calculation Agent, Registrar, Exchange Agent or Transfer Agent of a change in its specified office, give notice to the Bond Trustee and to the Covered Bondholders of such change PROVIDED ALWAYS THAT in the case of the termination at any time of the appointment of (i) the Issuing and Paying Agent or, in the case of Registered Covered Bonds, the Registrar, (ii) the only remaining Paying Agent with its specified office in a continental European city, (iii) the only remaining Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives (iv) (so long as the Covered Bonds are admitted to the official list of the UK Listing Authority and to trading on the London Stock Exchange and/or admitted to listing or trading on any other stock exchange or relevant authority) the Paying Agent (in the case of Bearer Covered Bonds) or Transfer Agent (in the case of Registered Covered Bonds), which may in either case be the Issuing and Paying Agent or the Registrar, with its specified office in London and/or in such other place as may be required by the rules of such other stock exchange or other relevant authority, (v) in the circumstances described in Condition 9.04, the Paying Agent with a specified office in New York City, (vi) where required by the Conditions applicable to any Covered Bonds, the Calculation Agent or (vii) so long as any of the Registered Global Covered Bonds payable in a Specified Currency other than U.S. dollars are held through DTC or its nominee, the Exchange Agent with a specified office in New York City, no such termination shall take effect until a successor thereto has been appointed and notice of such appointment has been given to the Covered Bondholders in accordance with the Conditions;
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(p)
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in order to enable the Bond Trustee to ascertain the amount of Covered Bonds of each Series for the time being outstanding (other than for the purpose of ascertaining the amount of Covered Bonds of each Series for the time being outstanding for the purpose of the Programme Limit), deliver to the Bond Trustee forthwith after being so requested in writing by the Bond Trustee a certificate in writing signed by any two Authorized Signatories setting out the total numbers and aggregate nominal amount of Covered Bonds of each Series which up to and including the date of such certificate have been purchased by or for the account of the Issuer or the Guarantor LP, the aggregate nominal amount of Covered Bonds of each Series which are held beneficially at such date by the Issuer or the Guarantor LP, and the aggregate nominal amount of Covered Bonds of each Series so purchased which have been cancelled;
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(q)
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ensure that each Covered Bond to be issued or other transactions to be effected hereunder shall comply with all applicable laws and regulations of any governmental or other regulatory authority of the country of any relevant currency for the purposes of any relevant Covered Bond and that all necessary consents and approvals of, and registrations and filings with, any such authority in connection therewith are obtained and maintained in full force and effect;
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(r)
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if it intends to redeem all or any of the Covered Bonds prior to their stated maturity date (if any) not less than 7 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of any Covered Bonds, give written notice of such intention to the Issuing and Paying Agent and the Bond Trustee stating the date on which such Covered Bonds are to be redeemed and whether the relevant Series of Covered Bonds is to be redeemed in part only; and
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(s)
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furnish, upon the request of a holder of Covered Bonds or any beneficial interest therein, to such holder or to a prospective purchaser designated by such holder or beneficial owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer or the Guarantor LP is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g2-3(b) thereunder.
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(t)
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to the extent applicable, comply with the filing requirements of Section 314 of the Trust Indenture Act for so long as U.S. Registered Covered Bonds are outstanding.
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16.
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Remuneration and Indemnification of Bond Trustee
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16.1
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The Issuer (failing which, and, following an Issuer Event of Default and service of a Notice to Pay to the Guarantor LP, the Guarantor LP) shall pay to the Bond Trustee, by way of remuneration for its services as Bond Trustee hereunder, such amount as shall be agreed from time to time by exchange of letters between the Issuer and the Bond Trustee. Such remuneration shall accrue from day to day and be payable (in priority to payments to Covered Bondholders, Receiptholders and Couponholders and any other Secured Creditors) up to and including the date when, all the Covered Bonds having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Issuing and Paying Agent or the Bond Trustee PROVIDED THAT if upon due presentation of any Covered Bond, Receipt or Coupon or any cheque payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will be deemed not to have ceased to accrue and will continue to accrue until payment to such Covered Bondholder, Receiptholder or Couponholder is duly made.
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16.2
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In the event of the occurrence of an Issuer Event of Default, Guarantor LP Event of Default, Potential Issuer Event of Default or Potential Guarantor LP Event of Default or the Bond Trustee considering it expedient or necessary or being requested by the Issuer or the Guarantor LP (as the case may be) to undertake duties which the Bond Trustee and the Issuer or the Guarantor LP agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Bond Trustee hereunder the Issuer or the Guarantor LP shall pay to the Bond Trustee such additional remuneration as shall be agreed between them.
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16.3
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The Issuer (failing which, and, following an Issuer Event of Default and service of a Notice to Pay to the Guarantor LP, the Guarantor LP) shall in addition pay to the Bond Trustee an amount equal to the amount of any GST or similar tax chargeable in respect of its remuneration hereunder subject to receipt of a proper GST (or similar tax) invoice.
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16.4
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In the event of the Bond Trustee and the Issuer (failing which, and, following any Issuer Event of Default and service of a Notice to Pay to the Guarantor LP, the Guarantor LP) failing to agree:
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(a)
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(in a case to which sub clause 16.1 above applies) upon the amount of the remuneration; or
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(b)
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(in a case to which sub clause 16.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Bond Trustee hereunder, or upon such additional remuneration,
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16.5
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The Issuer (failing which, and, following any Issuer Event of Default and service of a Notice to Pay to the Guarantor LP, the Guarantor LP) shall also pay or discharge all Liabilities properly incurred by the Bond Trustee in relation to the negotiation, preparation and execution of the exercise of its powers and the performance of its duties hereunder and any other Transaction Document to which the Bond Trustee is a party, including but not limited to reasonable legal fees and travelling expenses and any stamp, issue, registration, documentary and other similar taxes or duties paid or payable by the Bond Trustee in connection with any action taken by or on behalf of the Bond Trustee for enforcing this Trust Deed or any other Transaction Documents to which it is a party.
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16.6
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All amounts payable pursuant to sub clause 16.5 above and/or Clause 17(j) shall be payable by the Issuer (failing which, and, following any Issuer Event of Default and service of a Notice to Pay to the Guarantor LP, the Guarantor LP) on the date specified in a demand by the Bond Trustee and in the case of payments actually made by the Bond Trustee prior to such demand shall (if not paid within five days after such demand and the Bond Trustee so requires) carry interest at the rate of one per cent per annum above the prime rate from time to time of Royal Bank of Canada from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within five days after such demand and, in either case, the Bond Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Bond Trustee shall carry interest at such rate from the due date therefor.
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16.7
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Unless otherwise specifically stated in any discharge hereof the provisions of this Clause, Clause 17(j) and Clause 22 shall continue in full force and effect in relation to the period during which the Bond Trustee was bond trustee hereunder notwithstanding such discharge and whether or not the Bond Trustee is then the bond trustee hereunder.
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16.8
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The Bond Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Covered Bonds any Liabilities incurred hereunder have been incurred or to allocate any such Liabilities between the Covered Bonds of any Series.
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17.
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Powers of the Bond Trustee
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(a)
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The Bond Trustee may in relation hereto and the other Transaction Documents rely and/or act on the advice or report or opinion of or any information obtained from any Auditor, lawyer, valuer, accountant, surveyor, banker, professional adviser, broker, financial adviser, auctioneer or other expert whether obtained by the Issuer, the Guarantor LP, the Issuing and Paying Agent, the Bond Trustee or otherwise and whether or not addressed to the Bond Trustee notwithstanding that such advice, report, opinion, information, or any engagement letter or any other document entered into by the Bond Trustee and the relevant person in connection therewith, contains any monetary or other limit on the liability of the relevant person and the Bond Trustee shall not be responsible for any Liability occasioned by so acting or relying.
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(b)
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Any such advice, opinion or information may be sent or obtained by letter, email, telegram, facsimile transmission or cable and the Bond Trustee shall not be liable for acting on any advice, opinion or information purporting to be conveyed by any such letter, email, telegram, facsimile transmission or cable although the same shall contain some error or shall not be authentic.
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(c)
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The Bond Trustee may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing a certificate signed by two Authorized Signatories of the Issuer or, as the case may be, the Guarantor LP or a managing general partner of the Guarantor LP and the Bond Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by it or any other person acting on such certificate.
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(d)
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The Bond Trustee shall be at liberty to hold this Trust Deed and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Bond Trustee to be of good repute and the Bond Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit.
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(e)
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The Bond Trustee shall not be responsible for the receipt or application of the proceeds of the issue of any of the Covered Bonds by the Issuer, the exchange of any Global Covered Bond for another Global Covered Bond or Definitive Covered Bonds or the delivery of any Global Covered Bond or Definitive Covered Bonds to the person(s) entitled to it or them.
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(f)
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Except to the extent required pursuant to Section 315(b) of the Trust Indenture Act and for so long as U.S. Registered Covered Bonds are outstanding, the Bond Trustee shall not be bound to give notice to any person of the execution of any documents comprised or referred to herein or to take any steps to ascertain whether any Issuer Event of Default, Potential Issuer Event of Default, Guarantor LP Event of Default or Potential Guarantor LP Event of Default has occurred and, until it shall have actual knowledge or express notice pursuant hereto to the contrary, the Bond Trustee shall be entitled to assume that no Issuer Event of Default, Potential Issuer Event of Default, Guarantor LP Event of Default or Potential Guarantor LP Event of Default has occurred and that each of the Issuer and the Guarantor LP is observing and performing all its obligations hereunder.
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(g)
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Save as expressly otherwise provided herein, the Bond Trustee shall have absolute and uncontrolled discretion as to the exercise or non exercise of its trusts, powers, authorities and discretions hereunder (the exercise or non exercise of which as between the Bond Trustee and the Covered Bondholders, the Receiptholders and the Couponholders shall be conclusive and binding on the Covered Bondholders, the Receiptholders and the Couponholders) and shall not be responsible for any Liability which may result from their exercise or non exercise and in particular the Bond Trustee shall not be bound to act at the request or direction of the Holders or otherwise under any provision hereof or to take at such request or direction or otherwise any other action under any provision hereof, without prejudice to the generality of Clause 10.1, unless it shall first be indemnified and/or secured to its satisfaction against all Liabilities to which it may render itself liable or which it may incur by so doing.
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(h)
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The Bond Trustee shall not be liable to any person by reason of having acted upon any Extraordinary Resolution in writing or any Extraordinary Resolution or other resolution purporting to have been passed at any meeting of the holders of Covered Bonds of all or any Series in respect whereof minutes have been made and signed or any direction or request of the holders of the Covered Bonds of all or any Series even though subsequent to its acting it may be found that there was some defect in the constitution of the meeting or the passing of the resolution, (in the case of an Extraordinary Resolution in writing) that not all such holders had signed the Extraordinary Resolution or (in the case of a direction or request) it was not signed by the requisite number of holders or that for any reason the resolution, direction or request was not valid or binding upon such holders and the relative Receiptholders and Couponholders, provided such actions are taken in accordance with the terms of the Transaction Documents.
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(i)
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The Bond Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any Covered Bond, Receipt or Coupon purporting to be such and subsequently found to be forged or not authentic.
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(j)
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Without prejudice to the right of indemnity by law given to trustees, each of the Issuer and, following the occurrence of a Covered Bond Guarantee Activation Event the Guarantor LP, shall jointly and severally indemnify the Bond Trustee, its officers, directors and employees and successors and every Appointee and keep it or him indemnified against all Liabilities to which it or he may properly be or become subject or which may be properly incurred by it or him in the execution or purported execution of any of its or his trusts, powers, authorities and discretions hereunder or any other Transaction Document to which the Bond Trustee is a party or its or his functions under any such appointment (including all Liabilities incurred in disputing or defending any of the foregoing). This indemnification shall survive the termination or discharge of this Trust Deed and the retirement or replacement of the Bond Trustee.
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(k)
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Any consent or approval given by the Bond Trustee for the purposes hereof may be given on such terms and subject to such conditions (if any) as the Bond Trustee thinks fit and notwithstanding anything to the contrary herein may be given retrospectively.
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(l)
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Except as expressly provided in Section 12 or as required to comply with the Guide, the Bond Trustee shall not (unless and to the extent ordered to do so by a court of competent jurisdiction or permitted by other applicable law (which for so long as U.S. Registered Covered Bonds are outstanding includes the Trust Indenture Act)) be required to disclose to any Covered Bondholder, Receiptholder, Couponholder or any other Secured Creditor any information (including, without limitation, information of a confidential, financial or price sensitive nature) made available to the Bond Trustee by the Issuer, the Guarantor LP or any other person in connection herewith or the Security Agreement and no Holder, Receiptholder, Couponholder or other Secured Creditor shall be entitled to take any action to obtain from the Bond Trustee any such information.
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(m)
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Where it is necessary or desirable for any purpose in connection herewith to convert any sum from one currency to another it shall (unless otherwise provided herein or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be agreed by the Bond Trustee in consultation with the Issuer and any rate, method and date so agreed shall be binding on the Issuer, the Guarantor LP, the Covered Bondholders, the Receiptholders, the Couponholders and the other Secured Creditors.
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(n)
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The Bond Trustee may certify whether or not any of the conditions, events and acts set out in paragraph 20.2(a) is in its opinion materially prejudicial to the interests of the Covered Bondholders of any Series and any such certificate shall be conclusive and binding upon the Issuer, the Guarantor LP, the Covered Bondholders, the Receiptholders and the Couponholders.
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(o)
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The Bond Trustee as between itself and the Covered Bondholders, the Receiptholders and the Couponholders may determine all questions and doubts arising in relation to any of the provisions hereof. Every such determination, whether or not relating in whole or in part to the acts or proceedings of the Bond Trustee, shall be conclusive and shall bind the Bond Trustee and the Covered Bondholders, the Receiptholders, the Couponholders and the other Secured Creditors.
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(p)
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In connection with the exercise by it of any of its trusts, powers, authorities or discretions hereunder (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Bond Trustee shall have regard to the general interests of the Covered Bondholders of each Series as a class (but shall not have regard to any interests arising from circumstances particular to individual Covered Bondholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of such exercise for individual Covered Bondholders, Receiptholders and Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub division thereof and the Bond Trustee shall not be entitled to require, nor shall any Covered Bondholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Guarantor LP, the Bond Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Covered Bondholders, Receiptholders and/or Couponholders, except to the extent already provided for in Condition 8 (Taxation) and/or in any undertaking or covenant given in addition thereto or in substitution therefor hereunder.
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(q)
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Any trustee hereof being a lawyer, accountant, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual and proper professional and other charges for business transacted and acts done by him or his firm in connection with the trusts hereof or any other of the Transaction Documents to which the Bond Trustee is a party and also his reasonable charges in addition to disbursements for all other work and business done and all time spent by him or his firm in connection with matters arising in connection herewith including matters which might or should have been attended to in person by a trustee not being a lawyer, accountant, broker or other professional person.
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(r)
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The Bond Trustee may whenever it thinks fit delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of the trust presents or not) all or any of its trusts, powers, authorities and discretions hereunder. Such delegation may be made upon such terms (including power to sub delegate) and subject to such conditions and regulations as the Bond Trustee may in the interests of the Covered Bondholders think fit. Provided the Bond Trustee has exercised reasonable care in the selection of any such delegate, the Bond Trustee shall not be under any obligation to supervise the proceedings or acts of any such delegate or sub delegate or be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such delegate or sub delegate. The Bond Trustee shall within a reasonable time after any such delegation or any renewal, extension or termination thereof give notice thereof to the Issuer.
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(s)
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The Bond Trustee may in the conduct of the trusts hereof instead of acting personally employ and pay an agent (whether being a lawyer or other professional person) to transact or conduct, or concur in transacting or conducting, any business and to do, or concur in doing, all acts required to be done in connection herewith (including the receipt and payment of money). Provided the Bond Trustee has exercised reasonable care in the selection of any such agent, the Bond Trustee shall not be in any way responsible for any Liability incurred by reason of any misconduct or default on the part of any such agent or be bound to supervise the proceedings or acts of any such agent.
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(t)
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The Bond Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Trust Deed and the Transaction Documents or any other document relating or expressed to be supplemental thereto and shall not be liable for any failure to obtain any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed and the Transaction Documents or any other document relating or expressed to be supplemental thereto.
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(u)
|
The Bond Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trusts constituted hereby as the Bond Trustee may determine, including for the purpose of depositing with a custodian this Trust Deed or any document relating to the trusts constituted hereby and the Bond Trustee shall not be responsible for any Liability incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of such person; the Bond Trustee is not obliged to appoint a custodian if the Bond Trustee invests in securities payable to bearer.
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(v)
|
Subject to the requirements, if any, of the Stock Exchange, any corporation into which the Bond Trustee shall be merged or with which it shall be consolidated or any company resulting from any such merger or consolidation shall be a party hereto and shall be the Bond Trustee under the trust presents without executing or filing any paper or document or any further act on the part of the parties thereto.
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(w)
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Unless notified to the contrary, the Bond Trustee shall be entitled to assume without enquiry (other than requesting a certificate pursuant to Clause 15(o)) that no Covered Bonds are held by, for the benefit of, or on behalf of, the Issuer or the Guarantor LP.
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(x)
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The Bond Trustee shall have no responsibility whatsoever to the Issuer, the Guarantor LP, any Covered Bondholder, Receiptholder or Couponholder or any other person for the maintenance of or failure to maintain any rating of any of the Covered Bonds by any Rating Agency.
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(y)
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The Bond Trustee shall not be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in accordance with the provisions hereof.
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(z)
|
If, in connection with the exercise of its powers, trusts, authorities or discretions, in accordance with the terms of the Transaction Documents, the Bond Trustee is of the opinion that the interest of the holders of the Covered Bonds of any one or more Series would be materially prejudiced thereby, the Bond Trustee shall not exercise such power, trust, authority or discretion without the approval of the Covered Bondholders by Extraordinary Resolution or by a written resolution of such Covered Bondholders of not less than fifty per cent. of the Principal Amount Outstanding of the Covered Bonds of the relevant Series then outstanding.
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(aa)
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The Bond Trustee will not be responsible for any loss, expense or liability, which may be suffered as a result of any Loans or Related Security, or any deeds or documents of title thereto, being uninsured or inadequately insured or being held by clearing organisations or their operators or by intermediaries such as banks, brokers or other similar persons on behalf of the Bond Trustee. The Bond Trustee will not be responsible for (i) supervising the performance by the Issuer or any other party to the Transaction Documents of their respective obligations under the Transaction Documents and the Bond Trustee will be entitled to assume, until it has written notice to the contrary, that all such persons are properly performing their duties; (ii) considering the basis on which approvals or consents are granted by the Issuer or any other party to the Transaction Documents under the Transaction Documents; (iii) monitoring the Portfolio, including, without limitation, whether the Portfolio is in compliance with the Asset Coverage Test or the Amortisation Test; or (iv) monitoring whether Loans and Related Security satisfy the Eligibility Criteria. The Bond Trustee will not be liable to any Covered Bondholder or other Secured Creditor for any failure to make or to cause to be made on their behalf the searches, investigations and enquiries which would normally be made by a prudent chargee in relation to the Security and have no responsibility in relation to the legality, validity, sufficiency and enforceability of the Security and the Transaction Documents.
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(bb)
|
Where hereunder, the Bond Trustee is required to consider whether any event or the exercise by it of any of its powers, authorities or discretions is or will be materially prejudicial to the interests of the Covered Bondholders of one or more Series, the Bond Trustee shall be entitled to call for and rely and act upon the advice or opinion of any reputable financial or other adviser (whether or not such financial adviser shall be a Secured Creditor or otherwise party to any Transaction Document) and if relied upon by the Bond Trustee shall be binding on the Covered Bondholders of all Series and the Bond Trustee shall not incur any Liability by reason of so acting or relying.
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(cc)
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Notwithstanding anything in this Trust Deed, the Bond Trustee shall retain the right not to act (and will not be held liable for refusing to act) unless it has received a clear and unambiguous request, direction, order, instruction, authorization and/or certification, as applicable, which complies with the terms of this Trust Deed. Furthermore, the Bond Trustee shall retain the right not to act if, in its own discretion, it petitions a court of competent jurisdiction to clarify and adjudicate any uncertain or ambiguous matter relating to this Trust Deed.
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18.
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Representations, Warranties, Covenants and Liability of Bond Trustee
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18.1
|
The Bond Trustee represents, warrants and covenants (and continues to represent, warrant and covenant for as long as it continues to be bond trustee) as follows, and acknowledges that the Issuer and the Guarantor LP are relying on such representations, warranties and covenants in entering into, and performing their obligations under, this Trust Deed:
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(a)
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it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Trust Deed;
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(b)
|
it meets or exceeds the minimum standards (and, if applicable, possesses the minimum ratings), if any, prescribed by the Rating Agencies;
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(c)
|
if regulated, it is in regulatory good standing;
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(d)
|
it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the execution, delivery and performance of this Trust Deed;
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(e)
|
it is in material compliance with all laws, regulations and rules applicable to the Bond Trustee relevant to the execution, delivery and performance of this Trust Deed; and
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(f)
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it shall comply with, and perform its obligations under, the provisions of the Guide, and of the Transaction Documents to which it is a party, in each case applicable to it.
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18.2
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(a)
|
Nothing herein shall in any case in which the Bond Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions hereof conferring on it any trusts, powers, authorities or discretions (i) exempt the Bond Trustee from or indemnify it against any liability for breach of trust or (ii) so long as U.S. Registered Covered Bonds are outstanding, relieve the Bond Trustee from liability for its own negligence, wilful default or fraud except as permitted in Section 315(d) of the Trust Indenture Act.
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(b)
|
Notwithstanding any additional duties imposed on the Bond Trustee under this Trust Deed, the Transaction Documents or otherwise, if an Issuer Event of Default, Potential Issuer Event of Default, Guarantor Event of Default, or Potential Guarantor Event of Default has occurred and is continuing, the Bond Trustee shall exercise the rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs (having regard to the provisions of the Transaction Documents).
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19.
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Bond Trustee Contracting with the Issuer and the Guarantor LP
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(a)
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entering into or being interested in any contract or financial or other transaction or arrangement with the Issuer or the Guarantor LP or any of their respective Subsidiaries and affiliates (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities or financial advice to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with, or acting as paying agent in respect of, the Covered Bonds or any other covered bonds, bonds, stocks, shares, debenture stock, debentures or other securities of, the Issuer, the Guarantor LP or any of their respective Subsidiaries or affiliates); or
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(b)
|
accepting or holding the trusteeship of any other trust deed constituting or securing any other securities issued by or guaranteed by, or relating to the Issuer or the Guarantor LP or any of their respective Subsidiaries or affiliates, or any other office of profit under the Issuer or the Guarantor LP or any of their respective Subsidiaries or affiliates,
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20.
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Waiver, Authorisation and Determination and Substitution
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20.1
|
The Bond Trustee (without the consent of the Covered Bondholders) or the Covered Bondholders by Extraordinary Resolution (without the consent of the Bond Trustee) may without the consent of the related Receiptholders and/or Couponholders or any of the other Secured Creditors and without prejudice to its or their rights in respect of any subsequent breach, Issuer Event of Default, Potential Issuer Event of Default, Guarantor LP Event of Default or Potential Guarantor LP Event of Default from time to time and at any time but only if in so far as in its or their opinion the interests of the Covered Bondholders shall not be materially prejudiced thereby, waive or authorise any breach or proposed breach by the Issuer or the Guarantor LP of any of the covenants or provisions contained herein or the other Transaction Documents (other than the Priorities of Payment, except to the extent consented to by each Secured Creditor (other than the Covered Bondholders) adversely affected by such waiver or authorization) or determine that any Issuer Event of Default, Potential Issuer Event of Default, Guarantor LP Event of Default or Potential Guarantor LP Event of Default shall not be treated as such for the purposes hereof PROVIDED ALWAYS THAT the Bond Trustee or the Covered Bondholders, as applicable, shall not exercise any powers conferred on it or them by this Clause in contravention of any express direction given by Extraordinary Resolution or by a request under Condition 7 (Events of Default) but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Bond Trustee or the Covered Bondholders by Extraordinary Resolution, as applicable, may determine, shall be binding on the Secured Creditors and, if, but only if, the Bond Trustee or the Covered Bondholders by Extraordinary Resolution, as applicable, shall so require, shall be notified by the Issuer to the Covered Bondholders in accordance with Condition 14 (Notices) as soon as practicable thereafter.
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20.2
|
(a)
|
Subject to Clause 20.2(c), the Bond Trustee may without the consent or sanction of any of the Secured Creditors at any time and from time to time concur with the Issuer, the Guarantor LP and any other party in making any modification (and for this purpose the Bond Trustee may disregard whether any such modification relates to a Series Reserved Matter) (i) to this Trust Deed and/or the other Transaction Documents which in the opinion of the Bond Trustee may be expedient to make PROVIDED THAT the Bond Trustee is of the opinion that such modification will not be materially prejudicial to the interests of any of the Covered Bondholders, except to the extent that such modification is in respect of the Priorities of Payment, in which case the consent of each Secured Party (other than the Covered Bondholders) adversely affected by such modification shall be required, or (ii) to this Trust Deed or the other Transaction Documents which is of a formal, minor or technical nature or to correct a manifest error or an error established as such to the satisfaction of the Bond Trustee or to comply with mandatory provisions of law. Any such modification may be made on such terms and subject to such conditions (if any) as the Bond Trustee may determine, shall be binding upon the Secured Creditors and, unless the Bond Trustee otherwise agrees, shall be notified by the Issuer to the Covered Bondholders in accordance with Condition 14 (Notices) and the other Secured Creditors as soon as practicable thereafter.
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(b)
|
Notwithstanding Clause 20.1 or 20.2(a), the Bond Trustee may without the consent of any other party make modifications to this Trust Deed or the other Transaction Documents to remove any references to the Trust Indenture Act, provided that there are no U.S. Registered Covered Bonds outstanding. Any such modification may be made on such terms and subject to such conditions (if any) as the Bond Trustee may determine, shall be binding upon the Secured Creditors and, unless the Bond Trustee otherwise agrees, shall be notified by the Issuer to the Covered Bondholders in accordance with Condition 14 (Notices) and the other Secured Creditors as soon as practicable thereafter.
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(c)
|
The prior consent of the Bond Trustee and the Secured Creditors will not be required and will not be obtained in relation to the accession of any New Seller to the Programme PROVIDED THAT the relevant conditions precedent in the Transaction Documents are satisfied at the time of the intended accession.
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20.3
|
(a)
|
If so requested by the Issuer, the Bond Trustee shall, without the consent of the Covered Bondholders, Receiptholders or Couponholders agree with the Issuer and the Guarantor LP to the substitution in place of the Issuer (or of the previous substitute under this Clause) as the principal debtor hereunder and all other Transaction Documents of any Subsidiary of the Issuer (such substituted issuer being hereinafter called the “New Company”) PROVIDED THAT in each case that a trust deed is executed and other forms of undertaking are given by the New Company in the form and manner satisfactory to the Bond Trustee, agreeing to be bound by the provisions hereof and the other Transaction Documents and with any consequential amendments which the Bond Trustee may deem appropriate as fully as if the New Company had been named herein and the other Transaction Documents as the principal debtor in place of the Issuer (or of the previous substitute under this Clause).
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(b)
|
The following further conditions shall apply to (a) above:
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|
(i)
|
the Issuer and the Guarantor LP shall deliver to the Bond Trustee a certificate of two directors of the Issuer and a certificate of a the Managing GP of the Guarantor LP stating that immediately after giving effect to such transaction no Issuer Event of Default (in respect of the Issuer) or Guarantor LP Event of Default, respectively and no Potential Issuer Event of Default (in respect of the Issuer) or Potential Guarantor LP Event of Default, respectively, shall have happened and be continuing;
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(ii)
|
the Issuer shall execute and deliver to the Bond Trustee (in such form reasonably acceptable to the Bond Trustee) an undertaking to be bound by the Covered Bond Guarantee in the same manner and to the same extent as the Guarantor LP pursuant hereto;
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(iii)
|
where the New Company is incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, a territory other than or in addition to the Tax Jurisdiction, undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 8 (Taxation) with the substitution for (or, as the case may be, the addition to) the references to the Tax Jurisdiction of references to that other or additional territory in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject and, where such undertaking or covenant is provided, references in Condition 6.02 (Early Redemption for Taxation Reasons) to the Tax Jurisdiction shall be deemed to be amended accordingly; and
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|
(iv)
|
the Covered Bond Guarantee remaining in place mutatis mutandis in relation to the obligations of the New Company.
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20.4
|
Any breach of or failure to comply by the Issuer or the Guarantor LP with any such terms and conditions as are referred to in sub clauses 20.1, 20.2 and 20.4 of this Clause shall constitute a default by the Issuer or the Guarantor LP in the performance or observance of a covenant or provision binding on it under or pursuant hereto.
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21.
|
Holder of Definitive Covered Bond Assumed to be Receiptholder and Couponholder
|
21.1
|
Wherever herein the Bond Trustee is required or entitled to exercise a power, trust, authority or discretion hereunder, except as ordered by a court of competent jurisdiction or as required by applicable law, the Bond Trustee shall, notwithstanding that it may have express notice to the contrary, assume that each Covered Bondholder is the holder of all Receipts and Coupons appertaining to each Definitive Covered Bond of which he is the holder.
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21.2
|
Neither the Bond Trustee nor the Issuer shall be required to give any notice to the Receiptholders or Couponholders for any purpose hereunder and the Receiptholders or Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Covered Bonds in accordance with Condition 14 (Notices).
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22.
|
Currency Indemnity
|
|
(a)
|
any Liability incurred by any of them arising from the non payment by the Issuer or the Guarantor LP of any amount due to the Bond Trustee or the holders of the Covered Bonds and the relative Receiptholders or Couponholders hereunder by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Issuer or the Guarantor LP; and
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|
(b)
|
any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due hereunder (other than this Clause) is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer or, as the case may be, the Guarantor LP and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be reduced by any variation in rates of exchange occurring between the said final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.
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23.
|
New Bond Trustee
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24.
|
Separate and Co Bond Trustees
|
|
(a)
|
if the Bond Trustee considers such appointment to be in the interests of the Covered Bondholders;
|
|
(b)
|
for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or
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|
(c)
|
for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions hereof against the Issuer or the Guarantor LP.
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25.
|
Bond Trustee’s Retirement and Removal
|
25.1
|
A bond trustee hereof may retire at any time on giving not less than three months’ prior written notice to the Issuer and the Guarantor LP without giving any reason and without being responsible for any Liabilities incurred by reason of such retirement. The Covered Bondholders may by Extraordinary Resolution of all the Covered Bondholders remove any bond trustee or bond trustees for the time being hereof.
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25.2
|
The Guarantor LP may remove any bond trustee upon a default by the bond trustee in the performance or observance of any of its covenants and obligations under this Trust Deed (including the representations, warranties and covenants contained in Section 18.1) if such breach continues unremedied for a period of thirty (30) days after the earlier of the bond trustee becoming aware of such default and receipt by the bond trustee of written notice from the Guarantor LP requiring the same to be remedied.
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25.3
|
Each of the Issuer and the Guarantor LP undertakes that in the event of the only bond trustee hereof which is a Trust Corporation giving notice under this Clause or being removed by Extraordinary Resolution or pursuant to Section 25.2, it will use all reasonable endeavours to procure that a new bond trustee hereof being a Trust Corporation, whose appointment complies with the requirements in the Guide, is appointed as soon as reasonably practicable thereafter. The retirement of any such bond trustee pursuant to Section 25.1 shall not become effective until a successor bond trustee being a Trust Corporation and satisfying all requirements applicable to a bond trustee under the Guide is appointed. If, in such circumstances, no appointment of such new bond trustee has become effective within 60 days of the date of such notice or Extraordinary Resolution or removal pursuant to Section 25.2, the Bond Trustee shall be entitled to appoint a Trust Corporation as bond trustee hereof provided such appointment is in compliance with the Guide, but no such appointment shall take effect unless previously approved by an Extraordinary Resolution. For greater certainty, a Bond Trustee who has resigned or been removed while there are U.S. Registered Covered Bonds outstanding shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act.
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26.
|
Incorporation of the Trust Indenture Act
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27.
|
Bond Trustee’s Powers to be Additional
|
28.
|
Notices
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29.
|
Amendments and Waiver
|
30.
|
Non-Petition
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31.
|
Governing Law
|
32.
|
Counterparts
|
ROYAL BANK OF CANADA
|
||
Per:
|
/s/ James Salem
|
|
Name: James Salem
|
||
Title: Executive Vice President and
Treasurer
|
||
RBC COVERED BOND GUARANTOR
LIMITED PARTNERSHIP, by its managing
general partner, RBC COVERED BOND GP
INC.
|
||
Per:
|
/s/ James Salem
|
|
Name: James Salem
|
||
Title: Director
|
||
COMPUTERSHARE TRUST COMPANY
OF CANADA
|
||
Per:
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/s/ Mircho Mirchev
|
|
Name: Mircho Mirchev
|
||
Title: Corporate Trust Officer
|
||
Per:
|
/s/ Sam Golder
|
|
Name: Sam Golder
|
||
Title: Corporate Trust Officer
|
(a)
|
in relation to any Covered Bonds represented by a global covered bond (a “Global Covered Bond”), units of the lowest Specified Denomination in the Specified Currency;
|
(b)
|
any Global Covered Bond;
|
(c)
|
any definitive Covered Bonds in bearer form (“Bearer Definitive Covered Bonds”) issued in exchange for a Global Covered Bond in bearer form; and
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(d)
|
any definitive Covered Bonds in registered form (“Registered Definitive Covered Bonds”) including without limitation U.S. Registered Covered Bonds (as defined below), and any N Covered Bonds (whether or not issued in exchange for a Global Covered Bond in registered form).
|
1.
|
Form and Denomination
|
(a)
|
interests in a Permanent Global Covered Bond; or
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(b)
|
if so specified in the Final Terms Bearer Definitive Covered Bonds.
|
2.
|
Title and Transfer
|
(a)
|
the “transfer date” shall be the Relevant Banking Day following the day on which the relevant Registered Covered Bond shall have been surrendered for transfer in accordance with Condition 2.04.
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(b)
|
“CGCB” means a Temporary Global Covered Bond or a Permanent Global Covered Bond, in either case in respect of which the applicable Final Terms specify that it is not a new global covered bond;
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(c)
|
“Distribution Compliance Period” means the period that ends 40 days after the completion of the distribution of the relevant Tranche of Covered Bonds, as certified by the relevant Dealer (in the case of a non-syndicated issue) or the relevant Lead Manager (in the case of a syndicated issue);
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(d)
|
“Legended Covered Bonds” means Registered Covered Bonds (whether in definitive form or represented by a Registered Global Covered Bond) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;
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(e)
|
“NGCB” means a Temporary Global Covered Bond or a Permanent Global Covered Bond, in either case in respect of which the applicable Final Terms specify that it is a new global covered bond;
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(f)
|
“QIB” means a “qualified institutional buyer” within the meaning of Rule 144A;
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(g)
|
“Regulation S” means Regulation S under the Securities Act;
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(h)
|
“Regulation S Global Covered Bond” means a Registered Global Covered Bond representing Covered Bonds sold outside the United States in reliance on Regulation S;
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(i)
|
“Relevant Banking Day” means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the place where the specified office of the Registrar is located and, in the case only of an exchange of a Bearer Covered Bond for a Registered Covered Bond, where such request for exchange is made to the Issuing and Paying Agent, in the place where the specified office of the Issuing and Paying Agent is located;
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(j)
|
“Rule 144A” means Rule 144A under the Securities Act;
|
(k)
|
“Rule 144A Global Covered Bond” means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;
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(l)
|
“Securities Act” means the United States Securities Act of 1933, as amended; and
|
(m)
|
“U.S. Registered Covered Bond” means a Covered Bond issued under a registration statement under the Securities Act.
|
(a)
|
upon receipt by the Registrar of a written certification substantially in the form set out in the Agency Agreement, amended as appropriate (a “Transfer Certificate”), copies of which are available from the specified office of the Registrar or any Transfer Agent, from the transferor of the Covered Bond or beneficial interest therein to the effect that such transfer is being made to a person whom the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A; or
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(b)
|
otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of United States counsel, that such transfer is in compliance with any applicable securities laws of any state of the United States,
|
and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
|
In the case of (a) above, such transferee may take delivery through a Legended Covered Bond in global or definitive form. Prior to the end of the applicable Distribution Compliance Period, beneficial interests in Regulation S Covered Bonds registered in the name of a nominee for DTC may only be held through the accounts of Euroclear and Clearstream. After expiry of the applicable Distribution Compliance Period: (A) beneficial interests in Regulation S Global Covered Bonds registered in the name of a nominee for DTC may be held through DTC directly, by a participant in DTC or indirectly through a participant in DTC; and (B) such certification requirements will no longer apply to such transfers.
|
(a)
|
to a transferee who takes delivery of such interest through a Regulation S Global Covered Bond, upon receipt by the Registrar of a duly completed Transfer Certificate from the transferor to the effect that such transfer is being made in accordance with Regulation S and that, in the case of a Regulation S Global Covered Bond registered in the name of a nominee for DTC, if such transfer is being made prior to expiry of the applicable Distribution Compliance Period, the interests in the Covered Bonds being transferred will be held immediately thereafter through CDS, Euroclear and/or Clearstream; or
|
(b)
|
to a transferee who takes delivery of such interest through a Legended Covered Bond where the transferee is a person whom the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, without certification; or
|
(c)
|
otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of United States counsel, that such transfer is in compliance with any applicable securities laws of any state of the United States,
|
and, in each case, in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
|
3.
|
Status of the Covered Bonds
|
4.
|
Guarantee
|
5.
|
Interest
|
(a)
|
the Specified Interest Payment Date(s) (each an “Interest Payment Date”) in each year specified in the applicable Final Terms; or
|
(b)
|
if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an “Interest Payment Date”) which falls the number of months or other period specified as the Specified Period(s) in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
|
(a) | the Rate of Interest for each Interest Period will, subject as provided below, be either: |
(1) | the offered quotation, or |
(2)
|
the arithmetic mean (rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, 0.000005 being rounded upwards) of the offered quotations (expressed as a percentage rate per annum) for the Reference Rate for deposits in the Specified Currency for that Interest Period which appears or appear, as the case may be, on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date, all as determined by the Calculation Agent;
|
(b)
|
if, on any Interest Determination Date, no such Reference Rate so appears on the Relevant Screen Page or, as the case may be, if fewer than two offered quotations for such Reference Rate so appear or if the Relevant Screen Page is unavailable or if the offered rate or rates which appear for such Reference Rate on the Relevant Screen Page as at the Relevant Time do not apply to a period or durations equal to the Interest Period, the Calculation Agent will request appropriate quotations of such Reference Rate and will determine the arithmetic mean (rounded as described above) of the rates at which deposits in the relevant currency are offered by the principal Relevant Financial Centre office of the Reference Banks at approximately the Relevant Time on the Interest Determination Date to prime banks in the Relevant Financial Centre interbank market for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time;
|
(c)
|
if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as described above) of the rates so quoted; or
|
(d)
|
if fewer than two rates of such Reference Rate are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as described above) of the rates of such Reference Rate quoted by four major banks in the Principal Financial Centre as selected by the Calculation Agent, at approximately 11.00 a.m. (Financial Centre time) on the first day of the relevant Interest Period for loans in the relevant currency to leading European banks for a period for the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time,
|
|
and the Rate of Interest applicable to such Covered Bonds during such Interest Period will be the rate or, as the case may be, the arithmetic mean (rounded as described above) of the rates so determined plus or minus (as indicated in the Final Terms) the Margin, if any, provided however that if the Calculation Agent is unable to determine a rate or, as the case may be, an arithmetic mean of rates in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Covered Bonds during such Interest Period will be the rate or, as the case may be, the arithmetic mean (rounded as described above) of the rates determined in relation to such Covered Bonds in respect of the last preceding Interest Period plus or minus (as indicated in the Final Terms) the Margin, if any.
|
•
|
the Fixed Rate Payer, Fixed Amount Payer, Floating Rate Payer or, as the case may be, Floating Amount Payer is the Issuer (as specified in the Final Terms);
|
•
|
the Effective Date is the Interest Commencement Date;
|
•
|
the Floating Rate Option (which may refer to a Rate Option or a Price Option, specified in the ISDA Definitions) is as specified in the applicable Final Terms;
|
•
|
the Designated Maturity is the period specified in the applicable Final Terms;
|
•
|
the Issuing and Paying Agent is the Calculation Agent;
|
•
|
the Calculation Periods are the Interest Periods;
|
•
|
the Payment Dates are the Interest Payment Dates;
|
•
|
the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (“LIBOR”) or on the Euro-zone inter-bank offered rate (“EURIBOR”) for a currency, the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms;
|
•
|
the Calculation Amount is the principal amount of such Covered Bond;
|
•
|
the Day Count Fraction applicable to the calculation of any amount is that specified in the Final Terms or, if none is so specified, as may be determined in accordance with the ISDA Definitions;
|
•
|
the Applicable Business Day Convention applicable to any date is that specified in the Final Terms or, if none is so specified, as may be determined in accordance with the ISDA Definitions; and
|
•
|
the other terms are as specified in the Final Terms;
|
•
|
for the purposes of this Condition 5.04 “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions.
|
(a)
|
“Following Business Day Convention” means that such date shall be postponed to the first following day that is a Business Day;
|
(b)
|
“Modified Following Business Day Convention” or “Modified Business Day Convention” means that such date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;
|
(c)
|
“Preceding Business Day Convention” means that such date shall be brought forward to the first preceding day that is a Business Day; and
|
(d)
|
“FRN Convention” or “Eurodollar Convention” means that each such date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the Final Terms after the calendar month in which the preceding such date occurred, provided that:
|
(i)
|
if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
|
(ii)
|
if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and
|
(iii)
|
if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred.
|
|
(a)
|
if “Actual/Actual” or “Actual/Actual (ISDA)” is so specified, means the actual number of days in the Accrual Period divided by 365 (or, if any portion of the Accrual Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Accrual Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Accrual Period falling in a non-leap year divided by 365);
|
(b)
|
if “Actual/365 (Sterling)” is specified in the applicable Final Terms, the actual number of days in the Accrual Period divided by 365 or, in the case where the last day of the Accrual Period falls in a leap year, 366
|
(c)
|
if “Actual/365 (Fixed)” is so specified, means the actual number of days in the Accrual Period divided by 365;
|
(d)
|
if “Actual/360” is so specified, means the actual number of days in the Accrual Period divided by 360;
|
(e)
|
if “30E/360” or “Eurobond Basis” is so specified, means the number of days in the Accrual Period divided by 360, calculated on a formula basis as follows:
|
Day Count Fraction
|
=
|
[360 x (Y2 – Y1)] + [30 x (M2 – M1 )] + (D2 – D1)
|
360
|
|
where,
|
|
“Y1” is the year, expressed as a number, in which the first day of the Accrual Period falls;
|
|
“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Accrual Period falls;
|
|
“M1” is the calendar month, expressed as a number, in which the first day of the Accrual Period falls;
|
|
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Accrual Period falls;
|
|
“D1” is the first calendar day, expressed as a number, of the Accrual Period, unless such number would be 31, in which case D1 will be 30; and
|
|
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Accrual Period, unless such number would be 31, in which case D2 will be 30;
|
(e)
|
if “30/360”, “360/360” or “Bond Basis” is so specified, means the number of days in the Accrual Period divided by 360, calculated on a formula basis as follows:
|
Day Count Fraction
|
=
|
[360 x (Y2 – Y1)] + [30 x (M2 – M1 )] + (D2 – D1)
|
360
|
|
where,
|
|
“Y1” is the year, expressed as a number, in which the first day of the Accrual Period falls;
|
|
“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Accrual Period falls;
|
|
“M1” is the calendar month, expressed as a number, in which the first day of the Accrual Period falls;
|
|
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Accrual Period falls;
|
|
“D1” is the first calendar day, expressed as a number, of the Accrual Period, unless such number would be 31, in which case D1 will be 30; and
|
|
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Accrual Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
|
(f)
|
if “30E/360 (ISDA)” is so specified, means the number of days in the Accrual Period divided by 360, calculated on a formula basis as follows:
|
Day Count Fraction
|
=
|
[360 x (Y2 – Y1)] + [30 x (M2 – M1 )] + (D2 – D1)
|
360
|
|
where,
|
|
“Y1” is the year, expressed as a number, in which the first day of the Accrual Period falls;
|
|
“Y2” is the year, expressed as a number, in which the day immediately following the last day included the Accrual Period falls;
|
|
“M1” is the calendar month, expressed as a number, in which the first day of the Accrual Period falls;
|
|
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Accrual Period falls;
|
|
“D1” is the first calendar day, expressed as a number, of the Accrual Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
|
|
“D2” is the calendar day, expressed as a number, immediately following the last day included in the Accrual Period, unless (i) that day is the last day of February but not the Final Maturity Date or (ii) such number would be 31, in which case D2 will be 30; and
|
(g)
|
if “Actual/Actual (ICMA)” is so specified:
|
(i)
|
if the Accrual Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Accrual Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Interest Payment Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year; or
|
(ii)
|
if the Accrual Period is longer than the Determination Period, the sum of:
|
(x)
|
the number of days in such Accrual Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Interest Payment Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year; and
|
(y)
|
the number of days in such Accrual Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Interest Payment Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year
|
|
where,
|
|
“Determination Date” means such dates as specified in the applicable Final Terms; and
|
|
“Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date).
|
(a)
|
the first day of such Interest Period; or
|
(b)
|
in the case of any LIBOR (other than Sterling LIBOR) or EURIBOR, the date falling two London Banking Days (or, in the case of EURIBOR or EUROLIBOR, two TARGET2 Business Days) prior to the first day of such Interest Period.
|
•
|
commercial paper rate;
|
•
|
U.S. prime rate;
|
•
|
LIBOR; |
•
|
EURIBOR; |
•
|
treasury rate; |
•
|
CMT rate; |
•
|
CMS rate; and/or |
•
|
federal funds rate. |
•
|
by adding or subtracting a specified number of basis points, called the spread, with one basis point being 0.01 percent; or |
•
|
by multiplying the interest rate basis by a specified percentage, called the spread multiplier. |
•
|
a maximum rate—i.e., a specified upper limit that the actual interest rate in effect at any time may not exceed; and/or |
•
|
a minimum rate—i.e., a specified lower limit that the actual interest rate in effect at any time may not fall below. |
•
|
for Floating Rate Covered Bonds that reset daily, each Business Day; |
•
|
for Floating Rate Covered Bonds that reset weekly and are not treasury rate Covered Bonds, the Wednesday of each week; |
•
|
for treasury rate Covered Bonds that reset weekly, the Tuesday of each week; |
•
|
for Floating Rate Covered Bonds that reset monthly, the third Wednesday of each month; |
•
|
for Floating Rate Covered Bonds that reset quarterly, the third Wednesday of each of four months of each year as indicated in the relevant Final Terms; |
•
|
for Floating Rate Covered Bonds that reset semi-annually, the third Wednesday of each of two months of each year as indicated in the relevant Final Terms; and |
•
|
for Floating Rate Covered Bonds that reset annually, the third Wednesday of one month of each year as indicated in the relevant Final Terms. |
•
|
for commercial paper rate, federal funds rate and U.S. prime rate Covered Bonds, the interest determination date relating to a particular interest reset date will be the Business Day preceding the interest reset date; |
•
|
for LIBOR Covered Bonds, the interest determination date relating to a particular interest reset date will be the second London Business Day preceding the interest reset date, unless the index currency is pounds sterling, in which case the interest determination date will be the interest reset date. An interest determination date for a LIBOR covered bond is referred to as a LIBOR interest determination date; |
•
|
for EURIBOR Covered Bonds, the interest determination date relating to a particular interest reset date will be the second Euro Business Day preceding the interest reset date. An interest determination date for a EURIBOR Covered Bond is referred to as a EURIBOR interest determination date; |
•
|
for treasury rate Covered Bonds, the interest determination date relating to a particular interest reset date, which is referred to as a treasury interest determination date, will be the day of the week in which the interest reset date falls on which treasury bills—i.e., direct obligations of the U.S. government—would normally be auctioned. Treasury bills are usually sold at auction on the Monday of each week, unless that day is not a Business Day, in which case the auction is usually held on the following Tuesday, except that the auction may be held on the preceding Friday. If as the result of a Monday not being a Business Day an auction is held on the preceding Friday, that Friday will be the treasury interest determination date relating to the interest reset date occurring in the next succeeding week; and |
•
|
for CMT rate and CMS rate Covered Bonds, the interest determination date relating to a particular interest reset date will be the second Business Day preceding the interest reset date.
|
•
|
the tenth calendar day after the interest determination date or, if that tenth calendar day is not a Business Day, the next succeeding Business Day; and |
•
|
the Business Day immediately preceding the Interest Payment Date or the maturity, whichever is the day on which the next payment of interest will be due. |
•
|
for Floating Rate Covered Bonds that reset daily, weekly or monthly, the third Wednesday of each month; |
•
|
for Floating Rate Covered Bonds that reset quarterly, the third Wednesday of the four months of each year specified in the relevant Final Terms; |
•
|
for Floating Rate Covered Bonds that reset semi-annually, the third Wednesday of the two months of each year specified in the relevant Final Terms; or |
•
|
for Floating Rate Covered Bonds that reset annually, the third Wednesday of the month specified in the relevant Final Terms. |
•
|
If the rate described above does not appear in H.15(519) by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the commercial paper rate will be the rate, for the relevant interest determination date, for commercial paper having the index maturity specified in the applicable Final Terms, as published in H.15 daily update or any other recognized electronic source used for displaying that rate, under the heading “Commercial Paper—Nonfinancial.”
|
•
|
If the rate described above does not appear in H.15(519), H.15 daily update or another recognized electronic source by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the commercial paper rate will be the money market yield of the arithmetic mean of the following offered rates for U.S. dollar commercial paper that has the relevant index maturity and is placed for an industrial issuer whose bond rating is “Aa”, or the equivalent, from a nationally recognized rating agency: the rates offered as of 11:00 A.M., New York City time, on the relevant interest determination date, by three leading U.S. dollar commercial paper dealers in New York City selected by the Calculation Agent. |
•
|
If fewer than three dealers selected by the Calculation Agent are quoting as described above, the commercial paper rate for the new interest period will be the commercial paper rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
•
|
If the rate described above does not appear in H.15(519) by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the U.S. prime rate will be the rate, for the relevant interest determination date, as published in H.15 daily update or another recognized electronic source used for the purpose of displaying that rate, under the heading “Bank Prime Loan.” |
•
|
If the rate described above does not appear in H.15(519), H.15 daily update or another recognized electronic source by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the U.S. prime rate will be the arithmetic mean of the following rates as they appear on the Reuters screen US PRIME 1 page: the rate of interest publicly announced by each bank appearing on that page as that bank’s prime rate or base lending rate, as of 11:00 A.M., New York City time, on the relevant interest determination date. |
•
|
If fewer than four of these rates appear on the Reuters screen US PRIME 1 page, the U.S. prime rate will be the arithmetic mean of the prime rates or base lending rates, as of the close of business on the relevant interest determination date, of three major banks in New York City selected by the Calculation Agent. For this purpose, the Calculation Agent will use rates quoted on the basis of the actual number of days in the year divided by a 360-day year. |
•
|
If fewer than three banks selected by the Calculation Agent are quoting as described above, the U.S. prime rate for the new interest period will be the U.S. prime rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
•
|
LIBOR will be the offered rate appearing on the Reuters Page LIBOR01 as of 11:00 A.M., London time, on the relevant LIBOR interest determination date, for deposits of the relevant index currency having the relevant index maturity beginning on the relevant interest reset date. The applicable Final Terms will indicate the index currency, the index maturity and the reference page that apply to the LIBOR covered bond. If no reference page is mentioned in the Final Terms, Reuters Page LIBOR01 will apply to the LIBOR covered bond. |
•
|
If Reuters Page LIBOR01 applies and the rate described above does not appear on that page, then LIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant LIBOR interest determination date, at which deposits of the following kind are offered to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent: deposits of the index currency having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. The Calculation Agent will request the principal London office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the quotations. |
•
|
If fewer than two quotations are provided as described above, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., in the applicable principal financial center, on that LIBOR interest determination date, by three major banks in that financial center selected by the Calculation Agent: loans of the index currency having the relevant index maturity, beginning on the relevant interest reset date and in a representative amount. |
•
|
If fewer than three banks selected by the Calculation Agent are quoting as described above, LIBOR for the new interest period will be LIBOR in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
•
|
EURIBOR will be the offered rate for deposits in euros having the index maturity specified in the applicable Final Terms, beginning on the second Euro Business Day after the relevant EURIBOR interest determination date, as that rate appears on Reuters page EURIBOR01 as of 11:00 A.M., Brussels time, on the relevant EURIBOR interest determination date. |
•
|
If the rate described above does not appear on Reuters page EURIBOR01, EURIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR interest determination date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks in that market selected by the Calculation Agent: euro deposits having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. The Calculation Agent will request the principal euro-zone office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, EURIBOR for the relevant EURIBOR interest determination date will be the arithmetic mean of the quotations. |
•
|
If fewer than two quotations are provided as described above, EURIBOR for the relevant EURIBOR interest determination date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 A.M., Brussels time on that EURIBOR interest determination date, by three major banks in the euro-zone selected by the Calculation Agent: loans of euros having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. |
•
|
If fewer than three banks selected by the Calculation Agent are quoting as described above, EURIBOR for the new interest period will be EURIBOR in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
•
|
If the rate described above does not appear on either page by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, the treasury rate will be the bond equivalent yield of the rate, for the relevant interest determination date, for the type of treasury bill described above, as published in H.15 daily update, or another recognized electronic source used for displaying that rate, under the heading “U.S. Government Securities/Treasury Bills/Auction High.” |
•
|
If the rate described in the prior paragraph does not appear in H.15 daily update or another recognized electronic source by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the treasury rate will be the bond equivalent yield of the auction rate, for the relevant treasury interest determination date and for treasury bills of the kind described above, as announced by the U.S. Department of the Treasury. |
•
|
If the auction rate described in the prior paragraph is not so announced by 3:00 P.M., New York City time, on the relevant interest calculation date, or if no such auction is held for the relevant week, then the treasury rate will be the bond equivalent yield of the rate, for the relevant treasury interest determination date and for treasury bills having a remaining maturity closest to the specified index maturity, as published in H.15(519) under the heading “U.S. Government Securities/Treasury Bills/Secondary Market.” |
•
|
If the rate described in the prior paragraph does not appear in H.15(519) by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the treasury rate will be the rate, for the relevant treasury interest determination date and for treasury bills having a remaining maturity closest to the specified index maturity, as published in H.15 daily update, or another recognized electronic source used for displaying that rate, under the heading “U.S. Government Securities/Treasury Bills/Secondary Market.” |
•
|
If the rate described in the prior paragraph does not appear in H.15 daily update or another recognized electronic source by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the treasury rate will be the bond equivalent yield of the arithmetic mean of the following secondary market bid rates for the issue of treasury bills with a remaining maturity closest to the specified index maturity: the rates bid as of approximately 3:30 P.M., New York City time, on the relevant treasury interest determination date, by three primary U.S. government securities dealers in New York City selected by the Calculation Agent. |
•
|
If fewer than three dealers selected by the Calculation Agent are quoting as described in the prior paragraph, the treasury rate in effect for the new interest period will be the treasury rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
•
|
if the designated CMT Reuters page is Reuters page FRBCMT, the rate for the relevant interest determination date; or |
•
|
if the designated CMT Reuters page is Reuters page FEDCMT, the weekly or monthly average, as specified in the applicable Final Terms, for the week that ends immediately before the week in which the relevant interest determination date falls, or for the month that ends immediately before the month in which the relevant interest determination date falls, as applicable. |
•
|
If the applicable rate described above is not displayed on the relevant designated CMT Reuters page at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the CMT rate will be the applicable treasury constant maturity rate described above—i.e., for the designated CMT index maturity and for either the relevant interest determination date or the weekly or monthly average, as applicable—as published in H.15(519). |
•
|
If the applicable rate described above does not appear in H.15(519) by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT rate will be the treasury constant maturity rate, or other U.S. treasury rate, for the designated CMT index maturity and with reference to the relevant interest determination date, that: |
•
|
is published by the Board of Governors of the Federal Reserve System, or the U.S. Department of the Treasury; or |
•
|
as is otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT rate interest determination date falls; and |
•
|
in either case, is determined by the Calculation Agent to be comparable to the applicable rate formerly displayed on the designated CMT Reuters page and published in H.15(519). |
•
|
If the rate described in the prior paragraph does not appear by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT rate will be the yield to maturity of the arithmetic mean of the following secondary market bid rates for the most recently issued treasury covered bonds having an original maturity equal to the designated CMT index maturity and a remaining term to maturity of not less than the designated CMT index maturity minus one year, and in a representative amount: the bid rates, as of approximately 3:30 P.M., New York City time, on the relevant interest determination date, of three primary U.S. government securities dealers in New York City selected by the Calculation Agent. In selecting these bid rates, the Calculation Agent will request quotations from five of these primary dealers and will disregard the highest quotation—or, if there is equality, one of the highest—and the lowest quotation—or, if there is equality, one of the lowest. Treasury covered bonds are direct, non-callable, fixed rate obligations of the U.S. government. |
•
|
If the Calculation Agent is unable to obtain three quotations of the kind described in the prior paragraph, the CMT rate will be the yield to maturity of the arithmetic mean of the following secondary market bid rates for treasury covered bonds with an original maturity longer than the designated CMT index maturity, with a remaining term to maturity closest to the designated CMT index maturity and in a representative amount: the bid rates, as of approximately 3:30 P.M., New York City time, on the relevant interest determination date, of three primary U.S. government securities dealers in New York City selected by the Calculation Agent. In selecting these bid rates, the Calculation Agent will request quotations from five of these primary dealers and will disregard the highest quotation (or, if there is equality, one of the highest) and the lowest quotation (or, if there is equality, one of the lowest). If two treasury covered bonds with an original maturity longer than the designated CMT index maturity have remaining terms to maturity that are equally close to the designated CMT index maturity, the Calculation Agent will obtain quotations for the treasury covered bond with the shorter remaining term to maturity. |
•
|
If fewer than five but more than two of these primary dealers are quoting as described in the prior paragraph, then the CMT rate for the relevant interest determination date will be based on the arithmetic mean of the bid rates so obtained, and neither the highest nor the lowest of those quotations will be disregarded. |
•
|
If two or fewer primary dealers selected by the Calculation Agent are quoting as described above, the CMT rate in effect for the new interest period will be the CMT rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
•
|
If the CMS rate cannot be determined as described above, the following procedures will be used: |
•
|
If the applicable rate described above is not displayed on the relevant designated CMS Reuters page by 11:00 a.m., New York City time, on the interest rate determination date, then the CMS rate will be a percentage determined on the basis of the mid-market, semi-annual swap rate quotations provided by five leading swap dealers in the New York City interbank market at approximately 11:00 a.m., New York City time, on the interest rate determination date. For this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. dollar interest rate swap transaction with a term equal to the maturity designated in the relevant Final Terms commencing on that interest rate determination date with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to “LIBOR Reuters” with a maturity of three months. The Calculation Agent will select the five swap dealers after consultation with us and will request the principal New York City office of each of those dealers to provide a quotation of its rate. If at least three quotations are provided, the CMS rate for that interest rate determination date will be the arithmetic mean of the quotations, eliminating the highest and lowest quotations or, in the event of equality, one of the highest and one of the lowest quotations. |
•
|
If fewer than three leading swap dealers selected by the Calculation Agent are quoting as described above, the CMS rate will remain the CMS rate in effect on that interest rate determination date or, if that interest rate determination date is the first reference rate determination date, the initial interest rate. |
•
|
If the rate described above is not displayed on Reuters page FEDFUNDS1 by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the federal funds rate, as of the relevant interest determination date, will be the rate described above as published in H.15 daily update, or another recognized electronic source used for displaying that rate, under the heading “Federal Funds (Effective).” |
•
|
If the rate described above is not displayed on Reuters page FEDFUNDS1 and does not appear in H.15(519), H.15 daily update or another recognized electronic source by 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the federal funds rate will be the arithmetic mean of the rates for the last transaction in overnight, U.S. dollar federal funds arranged, before 9:00 A.M., New York City time, on the Business Day following the relevant interest determination date, by three leading brokers of U.S. dollar federal funds transactions in New York City selected by the Calculation Agent. |
•
|
If fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate in effect for the new interest period will be the federal funds rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. |
|
(a)
|
for all Covered Bonds, is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law to close in New York City or Toronto, and, in the case of a Floating Rate covered bond, London;
|
|
(b)
|
if the Covered Bond has a specified currency other than U.S. dollars or euros, is also a day on which banking institutions are not authorized or obligated by law, regulation or executive order to close in the applicable principal financial center; and
|
|
(c)
|
if the Covered Bond is a EURIBOR covered bond or has a specified currency of euros, or is a LIBOR Covered Bond for which the index currency is euros, is also a Euro Business Day.
|
6.
|
Redemption and Purchase
|
•
|
the Series of Covered Bonds subject to redemption;
|
•
|
whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of and (except in the case of a Global Covered Bond) the serial numbers of the Covered Bonds of the relevant Series which are to be redeemed;
|
•
|
the due date for such redemption, which shall be not less than thirty days nor more than 60 days after the date on which such notice is given and which shall be such date or the next of such dates (“Call Option Date(s)”) or a day falling within such period (“Call Option Period”), as may be specified in the Final Terms and which is, in the case of Covered Bonds which bear interest at a floating rate, a date upon which interest is payable; and
|
•
|
the Optional Redemption Amount at which such Covered Bonds are to be redeemed.
|
•
|
such redemption must be for an amount not less than the Minimum Redemption Amount or not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms;
|
•
|
in the case of a partial redemption of Bearer Definitive Covered Bonds , the Covered Bonds to be redeemed shall be drawn by lot in such European city as the Issuing and Paying Agent may specify, or identified in such other manner or in such other place as the Issuing and Paying Agent may approve and deem appropriate and fair;
|
•
|
in the case of a Global Covered Bond, the Covered Bonds to be redeemed shall be selected in accordance with the rules of Euroclear, Clearstream, DTC, CDS and/or any other relevant clearing system (to be reflected in the records of Euroclear and/or Clearstream, DTC and/or CDS or such other relevant clearing system as either a pool factor or a reduction in principal amount, at their discretion); and
|
•
|
in the case of Registered Definitive Covered Bonds, the Covered Bonds shall be redeemed (so far as may be practicable) pro rata to their principal amounts, provided always that the amount redeemed in respect of each Covered Bond shall be equal to a Specified Denomination,
|
(a)
|
the Reference Price specified in the Final Terms; and
|
(b)
|
the product of the Accrual Yield (compounded annually or otherwise as specified in the Final Terms) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Covered Bond becomes due and repayable.
|
(a)
|
the date on which, upon due presentation or surrender of the relevant Covered Bond (if required), all amounts due have been paid; and
|
(b)
|
the seventh day after the date on which, the Issuing and Paying Agent or, as the case may be, the Registrar having received the funds required to make such payment, notice is given to the holders of the Covered Bonds in accordance with Condition 14 of that circumstance (except to the extent that there is a failure in the subsequent payment thereof to the relevant Holder). The calculation of the Amortized Face Amount in accordance with this sub-paragraph will continue to be made, after as well as before judgment, unless the Reference Date falls on or after the Maturity Date, in which case the amount due and repayable shall be the scheduled Final Redemption Amount of the Covered Bond on the Maturity Date together with interest which may accrue in accordance with Condition 5.11.
|
(a)
|
the relevant provisions relating to the redemption and purchase of Covered Bonds the terms of which permit the Issuer to pay and/or discharge its obligations with respect to such Covered Bonds by the payment or delivery of securities and/or other property or any combination of cash, securities and/or other property shall be set forth in the applicable Final Terms; and
|
(b)
|
any additional redemption events which shall enable the Issuer to redeem the Covered Bonds of any Series shall be set forth in the applicable Final Terms.
|
7.
|
Events of Default
|
(a)
|
the Issuer fails to pay (i) any principal in respect of the Covered Bonds within 10 days of the due date or (ii) any interest in respect of the Covered Bonds within 30 days of the due date; or
|
(b)
|
the Issuer fails to perform or observe any obligations under the Covered Bonds, Receipts or Coupons of any Series, the Trust Deed or any other Transaction Document to which the Issuer is a party (other than the Dealership Agreement, the Underwriting Agreement and the subscription agreements) but excluding (i) any obligation of the Issuer to comply with the Asset Coverage Test; (ii) any obligation of the Issuer which relates solely to its obligations under Part I.1 of the National Housing Act (Canada) or the Guide and breach of which would not otherwise constitute a breach of the terms of the Transaction Documents; (iii) the obligation to exchange cashflows under the Swap Agreement following a Trigger Event Date, and such failure continues for the period of 30 days (or such longer period as the Bond Trustee may permit) next following the service by the Bond Trustee on the Issuer of notice requiring the same to be remedied (except in circumstances where the Bond Trustee considers such failure to be incapable of remedy in which case no period of continuation will apply and no notice by the Bond Trustee will be required); and (iv) any other obligation specifically provided for in this Condition 7.01; or
|
(c)
|
Section 8.1(3)(a)(ii) or Section 8.1(3)(b) of the Guarantor LP Agreement (which limits the right of the Guarantor LP to exercise discretion in respect of rights under Transaction Documents) or Part 5(t)(ii) of a Schedule to the ISDA Master Agreement for a Swap Agreement (which limits the right of the Guarantor LP to exercise discretion in respect of rights under such Swap Agreement) is not complied with; or
|
(d)
|
the Reserve Fund is not established within 30 days (or such longer period as the Bond Trustee may permit) following the date on which the Reserve Fund is required to be established pursuant to Section 6.1(2) of the Guarantor LP Agreement (which requires the Reserve Fund to be established upon the ratings of the Issuer falling below the Reserve Fund Required Amount Ratings); or
|
(e)
|
cashflows are not exchanged in accordance with the terms of the Covered Bond Swap Agreement within 30 days (or such longer period as the Bond Trustee may permit) following a Trigger Event Date; or
|
(f)
|
any impending or actual insolvency on the part of the Bank as evidenced by, but not limited to (i) the commencement of a dissolution proceeding or a case in bankruptcy involving the Bank (and where such proceeding is the result of an involuntary filing, such proceeding is not dismissed within 60 days after the date of such filing); (ii) the appointment of a trustee or other similar court officer over, or the taking of control or possession by such officer or by OSFI of the Bank’s business in whole or in part, or in the case of OSFI, the Bank, before the commencement of a dissolution proceeding or a case of bankruptcy; (iii) a general assignment by the Bank for the benefit of any of its creditors; or (iv) the general failure of, or the inability of, or the written admission of the inability of, the Bank to pay its debts as they become due; or
|
(g)
|
an Asset Coverage Test Breach Notice has been served and not revoked (in accordance with the terms of the Transaction Documents) on or before the Guarantor LP Payment Date immediately following the next Calculation Date after service of such Asset Coverage Test Breach Notice.
|
(a)
|
default is made by the Guarantor LP for a period of seven days or more in the payment of any Guaranteed Amounts when Due for Payment in respect of the Covered Bonds of any Series except in the case of the payments of a Guaranteed Amount when Due for Payment under Condition 6.01 where the Guarantor LP shall be required to make payments of Guaranteed Amounts which are Due for Payment on the dates specified therein; or
|
(b)
|
(i) if the Guarantor LP fails to perform or observe any obligation, condition, or provision binding on it under the Trust Deed, the Security Agreement, or any other Transaction Document or any obligation of the Guarantor LP to make any payment under a Swap Agreement which does not constitute an event of default under the Swap Agreement to which the Guarantor LP is a party but excluding (A) any obligation for the payment of Guaranteed Amounts in respect of the Covered Bonds of any Series; (B) the obligation of the Guarantor LP to repay the Demand Loan within 60 days of a demand therefor or an obligation to do so pursuant to the terms of the Intercompany Loan Agreement; (C) any obligation of the Guarantor LP to comply with the Amortization Test; (D) any obligation of the Guarantor LP which relates solely to its obligations under Part I.1 of the National Housing Act (Canada) or the Guide and breach of which would not otherwise constitute a breach of the terms of the Transaction Documents, and (E) any other condition specifically provided for in this Clause 7.02; or (ii) any party to a Transaction Document fails to take any remedial action required to be taken in accordance with the terms of the Transaction Documents, other than an action specified in Condition 1.1(c) or Condition 1.1(d), as a result of (A) the ratings by the Rating Agencies ceasing to meet a minimum rating, or (B) the failure to meet any financial test set out in the Transaction Documents that is intended to confirm the financial soundness of any counterparty; and such failure continues for the period of 30 days (or such longer period as the Bond Trustee may permit) next following the service by the Bond Trustee on the Guarantor LP of notice requiring the same to be remedied (except in circumstances where the Bond Trustee considers such failure to be incapable of remedy in which case no period of continuation will apply and no notice by the Bond Trustee will be required; or
|
(c)
|
Section 8.1(3)(b) of the Guarantor LP Agreement (which obligates the Guarantor LP to terminate the Servicer or the Cash Manager, as applicable, in accordance with the terms of the Servicing Agreement or Cash Management Agreement, respectively, as a result of a breach by the Servicer or the Cash Manager, as applicable, of its obligations under such agreement to deposit funds into the Guarantor LP Accounts) is not complied with; or
|
(d)
|
cashflows are not exchanged in accordance with the terms of the Covered Bond Swap Agreement within 30 days following a Trigger Event Date (unless such requirement is waived in accordance with the terms of the Covered Bond Swap Agreement) but disregarding any failure of the Guarantor LP to make a payment under the Covered Bond Swap Agreement which does not constitute an event of default under the Covered Bond Swap Agreement; or
|
(e)
|
any impending or actual insolvency on the part of the Guarantor LP as evidenced by, but not limited to (i) the Guarantor LP being unable, or admitting inability, to pay its debts generally as they fall due; (ii) the Guarantor LP being adjudicated or found bankrupt or insolvent; (iii) proceedings are initiated against the Guarantor LP under any applicable liquidation, winding up, insolvency, bankruptcy, composition, reorganization or other similar laws (including, but not limited to, presentation of a petition or the filing of documents with a court or any registrar for its winding-up, administration or dissolution or the giving notice of the intention to appoint an administrator (whether out of court or otherwise); (iv) a receiver and/or manager, administrative receiver, administrator, trustee or other similar official being appointed (whether out of court or otherwise) in relation to the Guarantor LP or in relation to the whole or any part of its assets, (v) a distress, diligence or execution or other process shall be levied or enforced upon or sued out against the whole or any part of its assets, (vi) the Guarantor LP initiating or consenting to judicial proceedings relating to itself under any applicable liquidation, winding up, insolvency, bankruptcy, composition, reorganisation or other similar laws or (vii) making a conveyance or assignment for the benefit of, or shall enter into any composition with, its creditors generally; or
|
(f)
|
an order is made or an effective resolution passed for the liquidation or winding up of the Guarantor LP; or
|
(g)
|
if the Guarantor LP ceases or threatens to cease to carry on its business or substantially the whole of its business; or
|
(h)
|
a failure to satisfy the Amortization Test on any Calculation Date following the occurrence and during the continuance of an Issuer Event of Default; or
|
(i)
|
the Covered Bond Guarantee is not, or is claimed by the Guarantor LP not to be, in full force and effect.
|
(a)
|
to, or to a third party on behalf of, a holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Covered Bond, Receipt or Coupon by reason of his having some connection with Canada or the country in which such branch is located otherwise than the mere holding of (but not the enforcement of) such Covered Bond, Receipt or Coupon; or
|
(b)
|
to, or to a third party on behalf of, a holder in respect of whom such tax, duty, assessment or governmental charge is required to be withheld or deducted by reason of the holder of a right to receive any payments in respect of a Covered Bond or any owner of a beneficial interest in a Covered Bond, Receipt or Coupon being a person with whom the Issuer is not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)); or
|
(c)
|
where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives; or
|
(d)
|
to, or to a third party on behalf of, a holder who is, or who does not deal at arm’s length with a person who is, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Issuer; or
|
(e)
|
presented for payment by or on behalf of a holder who would be able to avoid such withholding or deduction by presenting the relevant Covered Bond, Receipt or Coupon to another Paying Agent in a member state of the European Union; or
|
(f)
|
presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amount on presenting the same for payment on the thirtieth such day; or
|
(g)
|
to, or to a third party on behalf of, a holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with Canada or the country in which such branch is located of such holder, if (i) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (ii) the Issuer has given holders at least 30 days’ notice that holders will be required to provide such certification, identification, documentation or other requirement; or
|
(h)
|
for or on account of any withholding tax or deduction imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, whether currently in effect or as published and amended from time to time (the “FATCA Withholding Tax Rules”).
|
9.
|
Payments
|
(a)
|
in the case of a Temporary Global Covered Bond or Permanent Global Covered Bond, against presentation of the relevant Temporary Global Covered Bond or Permanent Global Covered Bond at the specified office of any of the Paying Agents outside (unless Condition 9.04 applies) the United States and, in the case of a Temporary Global Covered Bond, upon due certification as required therein;
|
(b)
|
in the case of Bearer Definitive Covered Bonds without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Bearer Definitive Covered Bonds at the specified office of any of the Paying Agents outside (unless Condition 9.04 applies) the United States; and
|
(c)
|
in the case of Bearer Definitive Covered Bonds delivered with Coupons attached thereto at the time of their initial delivery, against surrender of the relevant Coupons or, in the case of interest due otherwise than on an Interest Payment Date, against presentation of the relevant Bearer Definitive Covered Bonds, in either case at the specified office of any of the Paying Agents outside (unless Condition 9.04 applies) the United States.
|
(a)
|
if the applicable Final Terms, specify that this paragraph (a) of Condition 9.06 is applicable (and, in the absence of specification, this paragraph (a) shall apply to Bearer Definitive Covered Bonds which bear interest at a fixed rate or in fixed amounts) the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing Coupon which the Redemption Amount paid bears to the Redemption Amount due) relating to Bearer Definitive Covered Bonds that are Fixed Rate Covered Bonds or bear interest in fixed amounts will be deducted from the amount otherwise payable on such final redemption, the amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within two years of the Relevant Date applicable to payment of such Redemption Amount (whether or not the Issuer’s obligation to make payment in respect of such Coupon would otherwise have ceased under Condition 10);
|
(b)
|
if the applicable Final Terms specify that this paragraph (b) of Condition 9.06 is applicable (and, in the absence of specification, this paragraph (b) shall apply to Bearer Definitive Covered Bonds which bear interest at a floating rate or rates in variable amounts), all unmatured Coupons relating to such Bearer Definitive Covered Bonds that are Floating Rate Covered Bonds or that bear interest in variable amounts (whether or not such Coupons are surrendered therewith) shall become void and no payment shall be made thereafter in respect of them;
|
(c)
|
in the case of Bearer Definitive Covered Bonds initially delivered with Talons attached thereto, all unmatured Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in respect of them; and
|
(d)
|
in the case of Bearer Definitive Covered Bonds initially delivered with Receipts attached thereto, all Receipts relating to such Covered Bonds in respect of a payment of an Instalment Amount which (but for such redemption) would have fallen due on a date after such due date for redemption (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them.
|
(a)
|
a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in (1) in the case of Covered Bonds in definitive form only, the place of presentation of the relevant Covered Bond or, as the case may be, Coupon and (2) each Financial Centre specified in the applicable Final Terms;
|
(b)
|
If TARGET2 is specified as a relevant Financial Centre in the applicable Final Terms or Pricing Supplement, a day which is a TARGET2 Business Day; and
|
(c)
|
either (1) in the case of any currency other than euro, a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) and foreign exchange markets settle payments in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation and any Financial Centre(s) specified in the Final Terms) and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland respectively or (2) in the case of payment in euro, a day which is a TARGET2 Business Day.
|
10.
|
Prescription
|
11.
|
The Paying Agents, the Registrar, Transfer Agents, the Calculation Agent and the Exchange Agent
|
12.
|
Replacement of Covered Bonds
|
13.
|
Meetings of Holders of the Covered Bonds, Modification and Waiver
|
(a)
|
any modification of the Covered Bonds of one or more Series, the related Receipts and/or Coupons or any Transaction Document provided that in the opinion of the Bond Trustee such modification is not materially prejudicial to the interests of any of the holders of the Covered Bonds of any Series; or
|
(b)
|
any modification of the Covered Bonds of any one or more Series, the related Receipts and/or Coupons or any Transaction Document which is of a formal, minor or technical nature or is in the opinion of the Bond Trustee made to correct a manifest or proven error or to comply with mandatory provisions of law.
|
14.
|
Notices
|
15.
|
Further Issues
|
16.
|
Currency Indemnity
|
17.
|
Waiver and Remedies
|
18.
|
Branch of Account
|
(a)
|
if this Covered Bond is denominated in Yen, the Branch of Account shall not be in Japan;
|
(b)
|
the Issuer shall indemnify and hold harmless the holders of the Covered Bonds, Coupons and Receipts relating thereto against any tax, duty, assessment or governmental charge which is imposed or levied upon such Holder as a consequence of such change, and shall pay the reasonable costs and expenses of the Issuing and Paying Agent in connection with such change; and
|
(c)
|
notwithstanding (b) above, no change of the Branch of Account may be made unless immediately after giving effect to such change (i) no Issuer Event of Default, Guarantor LP Event of Default, Potential Issuer Event of Default or Potential Guarantor LP Event of Default shall have occurred and be continuing and (ii) payments of principal, interest or other amounts on Covered Bonds of this Series, Coupons and Receipts relating thereto to Holders thereof (other than Excluded Holders, as hereinafter defined) shall not, in the opinion of counsel to the Issuer, be subject to any taxes, as hereinafter defined, to which they would not have been subject had such change not taken place. For the purposes of this section, an “Excluded Holder” means a Holder of a Covered Bond of this Series, Coupons or Receipts relating thereto who is subject to taxes by reason of its having some connection with the Relevant Jurisdiction other than the mere holding of a Covered Bond of this Series, Coupon or Receipts as a non-resident of such Relevant Jurisdiction. “Relevant Jurisdiction” means and includes Canada, its provinces or territories and the jurisdiction in which the new Branch of Account is located, and “taxes” means and includes any tax, duty, assessment or other governmental charge imposed or levied in respect of the payment of the principal of the Covered Bonds of this Series or interest thereon for or on behalf of a Relevant Jurisdiction or any authority therein or thereof having power to tax.
|
19.
|
Substitution
|
20.
|
Rating Agency Confirmation
|
21.
|
Indemnification of Bond Trustee and Bond Trustee contracting with the Issuer and/or the Guarantor LP
|
22.
|
Law and Jurisdiction
|
Series Number:
|
[ ]
|
||
Serial Number:
|
[ ]
|
||
Tranche Number:
|
[ ]
|
*
|
Delete where the original maturity of the Bonds is 1 year or less.
|
By: | By: | |||
Duly | Authorized |
By: | ||||
Authorized Officer
|
as Common Safekeeper | ||||
By: |
Date made
|
Interest
Payment Date
|
Total amount of
interest payable
|
Amount of
interest paid
|
Confirmation of
payment by or
on behalf of the
Issuer
|
|||||
*
|
Schedule One should only be completed where the Pricing Supplement indicate that this Global Covered Bond is intended to be a New Global Covered Bond.
|
Date made
|
Total amount of
Instalment
Amounts
payable
|
Amount of
Instalment
Amounts paid
|
Remaining
Principal
Amount
Outstanding of
this Global
Covered Bond
following such
payment†
|
Confirmation of
payment by or
on behalf of the
Issuer
|
|||||
†
|
See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.
|
Date made
|
Total amount of
principal
payable
|
Amount of
principal paid
(whether in
cash or by
delivery of
assets)
|
Remaining
Principal
Amount
Outstanding of
this Global
Covered Bond
following such
redemption‡
|
Confirmation of
payment by or
on behalf of the
Issuer
|
|||||
‡
|
See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.
|
Date made
|
Part of the
Principal Amount
Outstanding of this
Global Covered
Bond purchased
and cancelled
|
Remaining
Principal Amount
Outstanding of
this Global
Covered Bond
following such
redemption§
|
Confirmation of
purchase and
cancellation by
or on behalf of
the Issuer
|
||||
§
|
See most recent entry in Part II, III or IV or Schedule Two in order to determine this amount.
|
Date made
|
Principal Amount
Outstanding of this
Global Covered
Bond exchanged
for Definitive
Covered Bonds or
a part of a
Permanent Global
Covered Bond
|
Remaining
Principal Amount
Outstanding of
this Global
Covered Bond
following such
exchange **
|
Notation made
by or on behalf
of the Issuer
|
||||
*
|
Schedule Two should only be completed where the Pricing Supplement indicate that this Global Covered Bond is intended to be a New Global Covered Bond.
|
Series Number:
|
[ ]
|
||
Serial Number:
|
[ ]
|
By: | By: | |||
Duly Authorized
|
Duly Authorized |
By: | ||||
Authorized Officer
|
as Common Safekeeper | ||||
By: |
Date made
|
Interest
Payment Date
|
Total amount of
interest payable
|
Amount of
interest paid
|
Confirmation of
payment by or
on behalf of the
Issuer
|
|||||
Date made
|
Total amount of
Instalment
Amounts
payable
|
Amount of
Instalment
Amounts paid
|
Remaining
Principal
Amount
Outstanding of
this Global
Covered Bond
following such
payment‡‡
|
Confirmation of
payment by or
on behalf of the
Issuer
|
|||||
Date made
|
Total amount of
principal
payable
|
Amount of
principal paid
(whether in
cash or by
delivery of
assets)
|
Remaining
Principal
Amount
Outstanding of
this Global
Covered Bond
following such
redemption§§
|
Confirmation of
payment by or
on behalf of the
Issuer
|
|||||
Date made
|
Part of the
Principal Amount
Outstanding of this
Global Covered
Bond purchased
and cancelled
|
Remaining
Principal Amount
Outstanding of
this Global
Covered Bond
following such
redemption***
|
Confirmation of
purchase and
cancellation by
or on behalf of
the Issuer
|
||||
Date made
|
Principal Amount
Outstanding of this
Global Covered
Bond exchanged
for Definitive
Covered Bonds or
Prepaid Amount of
New Issues
|
Remaining
Principal Amount
Outstanding of
this Global
Covered Bond
following such
exchange or New
Issues †††
|
Notation made
by or on behalf
of the Issuer
|
||||
‡‡‡
|
Delete where the original maturity of the Covered Bonds is 1 year or less.
|
By:
|
By:
|
||||
Duly Authorized
|
Duly Authorized
|
By: | |||
Authorized Officer |
§§§
|
Delete where the original maturity of the Covered Bonds is 1 year or less.
|
Part A
|
||
[For Fixed Rate Covered Bonds:
|
||
This Coupon is payable to bearer, separately negotiable and subject to the Conditions of the said Covered Bonds.
|
Coupon for
[ ]
due on [ ], [ ]]
|
****
|
Delete where the Covered Bonds are all of the same denomination.
|
††††
|
Delete where the original maturity of the Covered Bonds is 1 year or less.
|
§§§§
|
Delete where the Covered Bonds are all of the same denomination.
|
Series Number:
|
CUSIP:
|
Common Code:
|
|
ISIN No.:
|
|
Certificate No.:
|
|
Serial Number:
|
†††††
|
Delete if not deposited with DTC.
|
By:
|
By:
|
||||
Duly Authorized
|
Duly Authorized |
By:
|
||
|
Authorized Officer |
By:
|
Series Number:
|
CUSIP:
|
Common Code:
|
|
ISIN No.:
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Certificate No.:
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Serial Number:
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‡‡‡‡‡
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Delete if not deposited with DTC.
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By:
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By:
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Duly Authorized
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Duly Authorized
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By:
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Authorized Officer
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By:
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By:
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By:
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Duly Authorized
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Duly Authorized
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By:
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Authorized Officer
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Signature(s) | |||
Date: |
N.B.
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This form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or under the hand of two of its officers duly authorized in writing and, in such latter case, the document so authorizing such offices must be delivered with this form of transfer.
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*
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Delete as applicable.
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By:
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By:
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Duly Authorized
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Duly Authorized
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By:
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Authorized Officer
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Signature(s) | |||
Date: |
N.B.
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This form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or under the hand of two of its officers duly authorized in writing and, in such latter case, the document so authorizing such offices must be delivered with this form of transfer.
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*
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Delete as applicable.
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By:
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By:
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Duly Authorized
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Duly Authorized
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By:
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Authorized Officer
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Signature(s) | |||
Date: |
N.B.
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This form of transfer must be accompanied by such documents, evidence and information as may be required pursuant to the Conditions and must be executed under the hand of the transferor or, if the transferor is a corporation, either under its common seal or under the hand of two of its officers duly authorized in writing and, in such latter case, the document so authorizing such offices must be delivered with this form of transfer.
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By:
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(Authorised signatory)
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By:
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(Authorised signatory)
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Authenticated without recourse,
Warranty or liability by
[insert Registrar]
By:
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1.
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CURRENCY AND PRINCIPAL AMOUNT, FORM, TRANSFER AND OTHER
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1.1
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Currency and Principal Amount. This N Covered Bond (Namensschuldverschreibung) is issued by Royal Bank of Canada (the "Issuer") in [insert specified currency] (the "Specified Currency") in the principal amount of [insert principal amount] (the "Principal Amount") on [insert date] (the "Issue Date"). [This N Covered Bond is issued at a price of [ ] per cent. of the Principal Amount (the "Issue Price").]
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1.2
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Form. This N Covered Bond shall bear the manual or facsimile signature of two duly authorised signatories of the Issuer and shall manually be authenticated by or on behalf of the Registrar.
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1.3
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Transfer.
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(a)
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The rights of the N Covered Bondholder arising from this N Covered Bond and title to this certificate itself pass by assignment and registration in the Register as further set out in the below sub-paragraphs. Except as ordered by a court of competent jurisdiction or as required by law, the Issuer, the Registrar and any other Agent shall deem and treat the registered holder of this N Covered Bond as the sole holder of the rights arising from this N Covered Bond and owner of this certificate.
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(b)
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The rights of the N Covered Bondholder arising from this N Covered Bond and title to this certificate may be transferred in whole or in part upon assignment of the relevant rights under this N Covered Bond by the then current N Covered Bondholder to the new N Covered Bondholder and the surrender of this certificate, together with the duly completed and executed, N Covered Bond Assignment Agreement in the form attached as Schedule Two hereto at the specified office of the Registrar and the entry of the new Bondholder in the register by the Registrar, provided that the transferee has agreed in the executed N Covered Bond Assignment Agreement to be bound by the N Covered Bond Agreement entered into by the initial N Covered Bondholder (as provided in the form of the N Covered Bond Assignment Agreement). A copy of the N Covered Bond Agreement is available from the issuer or the Registrar upon request. Any transfer of part only of this N Covered Bond is permitted only for a minimum principal amount of [insert Specified Currency and such minimum principal amount] or an integral multiple thereof. The date stated in the duly completed N Covered Bond Assignment Agreement as the date, on which the economic effects of the assignments shall occur, shall be the "Transfer Date" to be entered into the Register by the Registrar.
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(c)
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In the case of a transfer of this N Covered Bond in whole and provided the requirements specified above have been met, a new certificate will be issued to the transferee upon request. In the case of a transfer of a part only of this N Covered Bond and provided the requirements specified above have been met, new certificates in respect of the balance transferred and the balance not transferred (as the case may be) will be issued to the transferor and to the transferee respectively upon request.
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(d)
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Each new certificate to be issued upon transfer of this N Covered Bond (in whole or in part) will, within seven business days (being, for the purposes of this subsection, a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Registrar) following the submission of this certificate and the duly completed and executed N Covered Bond Assignment Agreement, be available for collection at the specified office of the Registrar or, at the request of the N Covered Bondholder entitled to the new certificate and as specified in the relevant N Covered Bond Assignment Agreement, be mailed at the risk of the N Covered Bondholder entitled to the new certificate to the address specified in the N Covered Bond Assignment Agreement.
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(e)
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Transfers will be effected without charge by or on behalf of the Issuer or the Registrar, except for any costs or expenses of delivery of new certificates other than by regular uninsured mail and except that the Issuer or the Registrar may require the payment of a sum or giving of such indemnity sufficient to enable it to pay or satisfy any tax or other duties which may be imposed in relation to the assignment and subject to any applicable regulatory or other legal restrictions.
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(f)
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The N Covered Bondholder may not require the transfer of this N Covered Bond to be registered during a period of 15 days ending on any due date for any payment of principal or interest. Any registration of transfer required during such period shall be deemed to have been required on the business day (as referred to in (c) above) immediately following the last day of such period.
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1.4
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Rate for Conversion into Euro: [ ]/not applicable.
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1.5
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Covered Bond Swap Rate: [ ]/not applicable.
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1.6
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Other terms: not applicable/specify.
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1.7
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For the purpose of these N Covered Bond Conditions:
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2.
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STATUS
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2.1
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This N Covered Bond constitutes a deposit liability of the Issuer for purposes of the Bank Act (Canada), however it will not be insured under the Canada Deposit Insurance Corporation Act (Canada), and will constitute a legal, valid and binding direct, unconditional, unsubordinated and unsecured obligation of the Issuer that ranks pari passu with all deposit liabilities of the Issuer without any preference among them and at least pari passu with all other unsubordinated and unsecured obligations of the Issuer, present and future (except as otherwise prescribed by law). The deposit evidenced by this N Covered Bond will be taken by [the main branch of the Issuer in Toronto/specify other] but without prejudice to the provisions of Condition 5 below.
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2.2
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This N Covered Bond is issued under and, subject to the execution of the N Covered Bond Agreement by the initial N Covered Bondholder, forms part of the Issuer's global Covered Bond Programme (the "Programme") under which the liabilities of the Issuer as to the payments of interest and principal are unconditionally and irrevocably guaranteed by RBC Covered Bond Guarantor Limited Partnership (the "Guarantor") in favour of Computershare Trust Company of Canada (the "Bond Trustee") for the benefit of the bondholders under the Programme in the circumstances further described in a trust deed (such trust deed as amended, supplemented or replaced, the “Trust Deed”) initially entered into on October 25, 2007 and most recently amended and restated as of July 31, 2015, between the Issuer, the Guarantor and the Bond Trustee.
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3.
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INTEREST
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3.1.
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This N Covered Bond bears interest on its Outstanding Principal Amount from (and including) [insert interest commencement date] (the "Interest Commencement Date") to (but excluding) the Final Maturity Date (as defined in Condition 4.1 (Redemption at Maturity) of these N Covered Bond Conditions) at the rate(s) per annum equal to [Insert Rate(s) of Interest] (the "Rate(s) of Interest"). Interest will accrue in respect of each Fixed Interest Period.
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3.2.
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If interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall be calculated by applying the Rate of Interest to the Principal Amount Outstanding, multiplying such sum by the day count fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.]
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3.2
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Rate of Interest.
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(i)
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the Calculation Agent will determine the rate for deposits or, as the case may require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a percentage point, 0.00005 being rounded upwards) of the rates for deposits in the relevant currency for a period of the duration of the relevant Interest Period on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
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(ii)
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if, on any Interest Determination Date, no such rate for deposits so appears or, as the case may be, if fewer than two such rates for deposits so appear or if the Relevant Screen Page is unavailable, the Calculation Agent will request appropriate quotations and will determine the arithmetic mean (rounded as described above) of the rates at which deposits in the relevant currency are offered by the Reference Banks at approximately the Relevant Time on the Interest Determination Date to prime banks in [in the case of LIBOR: the London interbank market]/[in the case of EURIBOR: in the Euro-zone interbank market] for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time;
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(iii)
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if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as described above) of the rates so quoted; or
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(iv)
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if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as described above) of the rates quoted by four major banks in the Financial Centre as selected by the Calculation Agent, at approximately 11.00 a.m. (Financial Centre time) on the first day of the relevant Interest Period for loans in the relevant currency to leading European banks for a period for the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time,
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(i)
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the [Fixed Rate Payer]/[Fixed Amount Payer]/[Floating Rate Payer]/[Floating Amount Payer] is the Issuer;
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(ii)
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the Effective Date is the Interest Commencement Date;
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(iii)
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the Floating Rate Option (which may refer to a Rate Option or a Price Option, specified in the ISDA Definitions) is [specify];
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(iv)
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the Designated Maturity is the [specify];
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(v)
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the Issuing and Paying Agent is the Calculation Agent;
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(vi)
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the Calculation Periods are the Interest Periods;
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(vii)
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the Payment Dates are the Interest Payment Dates;
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(viii)
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the relevant Reset Date is [if the applicable Floating Rate Option is based on LIBOR or on EURIBOR for a currency: the first day of that Interest Period]/[in any other case: specify];
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(ix)
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the Calculation Amount is the principal amount of such N Covered Bond;
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(x)
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the Day Count Fraction applicable to the calculation of any amount is [specify]/[as may be determined in accordance with the ISDA Definitions];
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(xi)
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the Applicable Business Day Convention applicable to any date [specify]/[as may be determined in accordance with the ISDA Definitions]; [and]
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(xii)
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[specify other]; and]
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(xiii)
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for the purposes of this Condition 5.2 "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity" and "Reset Date" have the meanings given to those terms in the ISDA Definitions.
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[3.3]
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Accrual of Interest after the due date
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[3.4]
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Interest Amount(s), Calculation Agent and Reference Banks.
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[3.5]
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Calculations and Adjustments.
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[3.6]
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Definitions. [insert as applicable]
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(i)
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if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
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(ii)
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if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and
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(iii)
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if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred.
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Day Count Fraction =
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[360 x (Y2 – Y1)] + [30 x (M2 – M1 )] + (D2 – D1)
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360
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Day Count Fraction =
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[360 x (Y2 – Y1)] + [30 x (M2 – M1 )] + (D2 – D1)
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360
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Day Count Fraction
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[360 x (Y2 – Y1)] + [30 x (M2 – M1 )] + (D2 – D1)
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360
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(i)
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if the Accrual Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Accrual Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Interest Payment Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year; or
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(ii)
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if the Accrual Period is longer than the Determination Period, the sum of:
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(x)
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the number of days in such Accrual Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Interest Payment Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year; and
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(y)
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the number of days in such Accrual Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Interest Payment Dates that would occur in one calendar year assuming interest was to be payable in respect of the whole of that year
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[3.7]
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Interest Act (Canada)
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4.
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REDEMPTION
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4.1
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Redemption at Maturity.
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4.2
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Early Redemption for Taxation Reasons.
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[4.3
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Call Option.
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[4.4
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Partial Redemption.
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[[4.5]
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Put Option.
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[4.6]
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Purchase of N Covered Bond.
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[4.7]
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Cancellation of N Covered Bond upon Redemption or Purchase.
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[4.8]
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Further Provisions applicable to Final Redemption Amount
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(a)
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the Reference Price; and
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(b)
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the product of the Accrual Yield [(compounded annually)] being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which this N Covered Bond becomes due and repayable.
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(a)
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the date on which, upon due presentation or surrender of this N Covered Bond, all amounts due have been paid; and
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(b)
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the seventh day after the date on which, the Registrar having received the funds required to make such payment, notice is given to the N Covered Bondholder in accordance with Condition 9 of that circumstance (except to the extent that there is a failure in the subsequent payment thereof to the N Covered Bondholder). The calculation of the Amortized Face Amount in accordance with this sub-paragraph will continue to be made after as well as before judgment, unless the Reference Date falls on or after the Maturity Date, in which case the amount due and repayable shall be the scheduled Final Redemption Amount of the N Covered Bond on the Maturity Date together with interest which may accrue in accordance with Condition 3.[7]]
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[[4.9]
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Late Payment on Zero-Coupon N Covered Bonds
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[[4.10]
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Instalment N Covered Bonds
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[[4.11]
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Index-Linked Redemption N Covered Bonds.
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[[4.12]
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Other Redemption and Purchase Provisions
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5
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PAYMENTS
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5.1
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General
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5.2
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Repayments in respect of Principal
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5.3
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Payments of Interest
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5.4
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Interpretation of principal and interest
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(a)
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any additional amounts which may be payable with respect to principal under Condition 6 (Taxation) of these N Covered Bond Conditions or under any undertakings or covenants given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
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(b)
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the Final Redemption Amount of this N Covered Bond;
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(c)
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the Optional Redemption Amount(s) (if any) of this N Covered Bond;
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(d)
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the Early Redemption Amount of this N Covered Bond (other than any amount representing accrued but unpaid interest amounts or other amounts specified in these N Covered Bond Conditions);
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(e)
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[in relation to an N Covered Bonds redeemable in instalments, insert: the Instalment Amounts;]
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(f)
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[in relation to Zero Coupon N Covered Bonds, insert: the Amortised Face Amount (as defined in Condition 4.[10] (Early Redemption Amounts)) of these N Covered Bond Conditions;]
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(g)
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any premium and any other amounts (other than interest) which may be payable under or in respect of this N Covered Bond;
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(h)
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[in relation to Dual Currency N Covered Bonds, insert: the principal payable in any relevant Specified Currency;] and
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(i)
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any Excess Proceeds which may be payable by the Bond Trustee under or in respect of this N Covered Bond.
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5.5
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Payment Day
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(a)
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a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
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(b)
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[if the Specified Currency is euro, insert: a day on which the TARGET2 System is open.][if the Specified Currency is other than euro, insert: a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in [insert the principal financial centre of the country of the relevant Specified Currency] (if other than the place of presentation, London and any Additional Business Centre).]
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5.6
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Linear Interpolation
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6.
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TAXATION
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6.1.
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All amounts payable (whether in respect of principal, interest or otherwise) in respect of this N Covered Bond by or on behalf of the Issuer will be paid free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of [Canada]/[in the case of N Covered Bond issued by a branch of the Issuer located outside Canada, specify country in which such branch is located] or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law or the interpretation or administration thereof. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the N Covered Bondholder after such withholding or deduction shall equal the respective amounts of principal and interest which would have been received in respect of this N Covered Bond, in the absence of such withholding or deduction; except that no additional amounts shall be payable with respect to any payment in respect of this N Covered Bond:
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(a)
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to, or to a third party on behalf of, a N Covered Bondholder who is liable for such taxes, duties, assessments or governmental charges in respect of this N Covered Bond by reason of his having some connection with [Canada]/[country in which such branch is located] otherwise than the mere holding of (but not the enforcement of) this N Covered Bond; or
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(b)
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to, or to a third party on behalf of, a N Covered Bondholder in respect of whom such tax, duty, assessment or governmental charge is required to be withheld or deducted by reason of the holder of a right to receive any payments in respect of a N Covered Bond or any owner of a beneficial interest in a N Covered Bond, being a person with whom the Issuer is not dealing at arm's length (within the meaning of the Income Tax Act (Canada)); or
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(c)
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where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives; or
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(d)
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to, or to a third party on behalf of, a N Covered Bondholder who is, or who does not deal at arm’s length with a person who is, a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Issuer; or
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(e)
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presented for payment by or on behalf of a N Covered Bondholder who would be able to avoid such withholding or deduction by presenting this N Covered Bond to another Paying Agent in a member state of the European Union; or
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(f)
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presented for payment more than 30 days after the Relevant Date except to the extent that the N Covered Bondholder would have been entitled to such additional amount on presenting the same for payment on the thirtieth such day; or
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(g)
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to, or to a third party on behalf of, a N Covered Bondholder who is liable for such taxes, duties, assessments or other governmental charges by reason of such N Covered Bondholder's failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with Canada or the country in which such branch is located of such N Covered Bondholder, if (i) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (ii) the Issuer has given the N Covered Bondholder at least 30 days' notice that the N Covered Bondholder will be required to provide such certification, identification, documentation or other requirement; or
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(h)
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for or on account of any withholding tax or deduction imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code , or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, whether currently in effect or as published and amended from time to time (the “FATCA Withholding Tax Rules”).
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6.2.
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For the purposes of this Condition, the "Relevant Date" means the date on which any payment in respect of this N Covered Bond first become due and payable, or, if the full amount of the moneys payable has not been received by the Registrar on or prior to such due date, the date on which the full amount of such moneys shall have been so received and notice to that effect shall have been duly given to the N Covered Bondholder in accordance with Condition 9.
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6.3.
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If the Issuer becomes subject generally at any time to any taxing jurisdiction other than or in addition to [Canada]/[the country in which the relevant branch is located], references in Condition 4.2 and Condition 6.1 to [Canada]/[the country in which the relevant branch is located] shall be read and construed as references to [Canada]/[the country in which such branch is located] and/or to such other jurisdiction(s), as applicable, provided, for the avoidance of doubt, that the Issuer shall not be considered to be subject generally to the taxing jurisdiction of the United States for purposes of this Condition 6.3 solely because payments in respect of the Covered Bonds, and Coupons are subject to a U.S. federal withholding Tax imposed under sections 1471 through 1474 of the Code, any regulations or agreements thereunder or any official interpretations thereof.
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7.
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PRESCRIPTION AND COUNTERCLAIMS
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7.1.
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Prescription. The obligations of the Issuer to pay principal and interest in respect of this N Covered Bond shall be prescribed (i) in respect of principal upon the expiry of ten years following the respective due date for the payment of principal and (ii) in respect of interest upon the expiry of five years following the respective due date for the relevant payment of interest.
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7.2.
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Counterclaims. As long as, and to the extent that, this N Covered Bond forms part of the restricted assets (gebundenes Vermögen) within the meaning of § 54 of the German Act Concerning the Supervision of Insurance Companies (Gesetz über die Beaufsichtigung der Versicherungsunternehmen - Versicherungsaufsichtsgesetz) of 17 December, 1992 (as amended) and the German Regulation Concerning the Investment of the Restricted Assets of Insurance Companies (Verordnung über die Anlage des gebundenen Vermögens von Versicherungsunternehmen) of 20 December, 2001 (as amended), the Issuer waives (also in the event of insolvency of the N Covered Bondholder or in the event that insolvency proceedings or similar proceedings are instituted against the N Covered Bondholder) any right of set-off as well as any right to exercise any pledges, rights of retention and other rights which could affect the rights under the N Covered Bond.
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8.
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PAYING AGENT [,][AND ] REGISTRAR[ AND OTHER AGENTS]
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8.1
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The initial Paying Agent[,][and] the Registrar [and][the Calculation Agent][specify other agents as applicable] and their respective initial specified offices are as follows:
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8.2
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The Issuer and the Guarantor LP reserve the right at any time to vary or terminate the appointment of any Paying Agent (including the Issuing and Paying Agent), the Registrar or the Calculation Agent and to appoint additional or other Paying Agents or another Registrar or Calculation Agent provided that it will at all times maintain
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(i)
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an Issuing and Paying Agent,
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(ii)
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a Registrar [maintaining a specified office in [insert any relevant jurisdiction][,/and]
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(iii)
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a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives, provided that there is a European Union Member State in which no such obligation is imposed [and
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(iv)
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a Calculation Agent where required by the N Covered Bond Conditions.
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8.3
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Each of the Agents, the Registrar and the Calculation Agent acts solely as agent of the Issuer and the Guarantor LP and, save as provided in the Agency Agreement or any other agreement entered into with respect to its appointment, does not assume any obligations towards or relationship of agency or trust for any Bondholder and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon it in the Agency Agreement or other agreement entered into with respect to its appointment or incidental thereto.
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9.
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NOTICES
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10.
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REPLACEMENT OF THE CERTIFICATE REPRESENTING THIS N COVERED BOND
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11.
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GOVERNING LAW, PLACE OF JURISDICTION, PARTIAL INVALIDITY
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11.1.
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Governing Law. With the exception of Condition 2 (Status) of these N Covered Bond Conditions, which is governed by, and shall be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein, this N Covered Bond and all rights and obligations arising under this N Covered Bond (including any non-contractual rights and obligations) are governed by, and shall be construed in accordance with, the laws of the Federal Republic of Germany.
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11.2.
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Place of Jurisdiction. The courts of the Province of Ontario (Canada) shall have the exclusive jurisdiction for any actions or other legal proceedings arising out of or in connection with this N Covered Bond and the Issuer and the N Covered Bondholder waive any right to invoke, and undertake not to invoke, any claim of forum non conveniens and irrevocably submit to the jurisdiction of the courts of Ontario in respect of any action or proceeding relating in any way to this N Covered Bond.
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11.3.
|
Partial Invalidity. If any provision of these N Covered Bond Conditions is or becomes invalid or unenforceable in whole or in part, the remaining provisions shall remain unaffected thereby. Invalid or unenforceable provisions shall be deemed to be replaced by such valid and enforceable provisions which taking into consideration the purpose and intent of these N Covered Bond Conditions have to the extent legally possible the same economic effect as the invalid or unenforceable provisions. This shall apply mutatis mutandis to any gap (Vertragslücke) in these N Covered Bond Conditions.
|
12.
|
LANGUAGE
|
(1)
|
[insert name and complete address of assignor] (the “Assignor”); and
|
(2)
|
[insert name and complete address of assignee] (the “Assignee”);
|
(A)
|
The Assignor is holder of the [insert series] N Covered Bond due [insert maturity date] (the “N Covered Bond”) issued by Royal Bank of Canada (the “Issuer”) in the principal amount of [insert current holding of the assignor in the N Covered Bond].
|
(B)
|
Pursuant to an “N Covered Bond Agreement” the N Covered Bond forms part of the Issuer’s global covered bond programme (the “Programme”) under which the liabilities of the Issuer as to the payments of interest and principal are unconditionally and irrevocably guaranteed by RBC Covered Bond Guarantor Limited Partnership (the “Guarantor LP”) in favour of Computershare Trust Company of Canada (the “Bond Trustee”) for the benefit of the bondholders under the Programme in the circumstances further described in the Trust Deed.
|
|
NOW IT IS HEREBY AGREED as follows:
|
2.1
|
The Assignor hereby assigns to the Assignee its claims against the Issuer under the N Covered Bond together with all rights relating thereto,
|
|
in the amount of:
|
[insert currency and amount transferred]
|
2.2
|
The Assignee hereby accepts such assignment.
|
3.
|
NOTIFICATION AND EFFECTIVENESS OF THE ASSIGNMENT
|
3.1
|
In accordance with condition 1.3 (Transfer) of the N Covered Bond Conditions, the Assignor shall immediately notify the Registrar of the assignment contemplated hereunder by sending an executed copy of this Agreement together with the certificate made out in its name and evidencing the N Covered Bond to [details of the Registrar to be inserted].
|
3.2
|
The assignment shall only become effective upon registration thereof in the Register maintained by the Registrar. The Registrar will register the transfer if the requirements set out in condition 1.3 (Transfer) of the N Covered Bond Conditions have been met, in particular, that the Assignee, by entering into this Agreement, has agreed to be bound by the terms of the N Covered Bond Agreement (as provided in Clause 4 (N Covered Bond Agreement) below).
|
4.1
|
The Assignee agrees in relation to the N Covered Bond or part of the N Covered Bond assigned hereunder to be bound by and take the benefit of the N Covered Bond Agreement as if it were an original signatory thereto in its capacity as N Covered Bondholder. Upon due registration of the assignment in the Register by the Registrar the Assignor ceases to be a party to and is released from the N Covered Bond Agreement with respect to the N Covered Bond or the part of the N Covered Bond assigned hereunder.
|
4.2
|
The Issuer or the Registrar shall make a copy of the N Covered Bond Agreement available to the Assignee.
|
5.
|
DESIGNATED ACCOUNT OF AND NOTICES TO THE ASSIGNEE
|
5.1
|
For the purpose of condition 5 (Payments) of the N Covered Bond Conditions, the Designated Account of the Assignee shall be the bank account with the following references:
|
Account holder :
|
[ ]
|
Name of bank:
|
[ ]
|
Account number:
|
[ ]
|
SWIFT CODE:
|
[ ]
|
IBAN:
|
[ ]
|
Reference
|
[ ]
|
5.2
|
For the purpose of Condition 9 (Notices) of the N Covered Bond Conditions the contact details of the Assignee shall be the following:
|
Address:
|
[ ]
|
Attention:
|
[ ]
|
Telephone:
|
[ ]
|
Fax:
|
[ ]
|
Email:
|
[ ]
|
6.
|
ISSUE AND DELIVERY OF NEW CERTIFICATE(S)
|
7.
|
COPIES
|
7.1
|
This Agreement shall be executed in three original copies. One original copy shall be retained by the Assignor and Assignee respectively and one original copy shall be sent to the Registrar by the Assignor as further described in condition 1.3 (Transfer) of the N Covered Bond Conditions.
|
7.2
|
The Parties instruct and authorise the Registrar to forward copies of this Agreement to the Issuer, the Guarantor LP and the Bond Trustee.
|
8.
|
GOVERNING LAW; PLACE OF JURISDICTION; PARTIAL INVALIDITY
|
8.1
|
This Agreement, including any non-contractual rights and obligations arising out of or in connection with this Agreement, (other than Clause 4 (N Covered Bond Agreement)) is governed by, and shall be construed in accordance with, German law. Clause 4 (N Covered Bond Agreement) of this Agreement, including any non-contractual rights and obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein.
|
8.2
|
The courts of the Province of Ontario (Canada) shall have the exclusive jurisdiction for any actions or other legal proceedings arising out of or in connection with this Agreement.
|
8.3
|
If any provision of this Agreement or part thereof should be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by such valid and enforceable provision which, taking into consideration the purpose and intent of this Agreement, has to the extent legally possible the same economic effect as the invalid or unenforceable provision. This shall apply mutatis mutandis to any gap (Vertragslücke) in this Agreement.
|
9.
|
LANGUAGE
|
Assignor | |||
By: |
|
By: |
|
Name:
|
Name:
|
||
Title:
|
Title:
|
Assignee | |||
By: |
|
By: |
|
Name:
|
Name:
|
||
Title:
|
Title:
|
(1)
|
Royal Bank of Canada, a Canadian chartered bank having its executive offices at Royal Bank Plaza, South Tower, 8th Floor, 200 Bay Street, Toronto, Ontario, Canada M5J 2J5 (the "Issuer");
|
(2)
|
RBC Covered Bond Guarantor Limited Partnership, a limited partnership constituted under the Limited Partnership Act (Ontario) and having its principal place of business at 155 Wellington Street West, 14th Floor, Toronto, Ontario, Canada M5V 3K7, herein represented by its managing general partner, RBC Covered Bond GP Inc. (the "Guarantor LP");
|
(3)
|
[ ], a [ ] [incorporated and] existing under the laws of [ ], having its executive offices at [ ] (the "N Covered Bondholder").
|
(A)
|
The Issuer has established a global Covered Bond programme (the "Programme") as further described in a prospectus dated [ ], as supplemented from time to time pursuant to which the Issuer may from time to time issue Covered Bonds denominated in any agreed currency.
|
(B)
|
Computershare Trust Company of Canada, a company incorporated under the laws of Canada, whose registered office is at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, Canada M5J 2Y1 (the "Bond Trustee") has agreed to act as bond trustee for the benefit of the Covered Bondholders, the Receiptholders and the Couponholders under the Programme, upon and subject to the terms of an amended and restated Trust Deed initially made between the Issuer, the Guarantor and the Bond Trustee on the Programme Establishment Date and most recently amended and restated as of July 31, 2015 (as the same may be amended, varied or supplemented from time to time with the consent of the parties thereto, the "Trust Deed").
|
(C)
|
The Guarantor LP has agreed to guarantee all Covered Bonds issued under the Programme and all other amounts payable by the Issuer under the Trust Deed in the circumstances described therein.
|
(D)
|
Together with the execution of this Agreement, the Issuer has issued or will issue the Series [ ] [insert Principal Amount] N Covered Bond (the "N Covered Bond") to which this Agreement relates and which forms Series [ ] of Covered Bonds under the Programme.
|
1.1
|
For the purposes of this Agreement, the following definitions shall apply:
|
1.2
|
The amended and restated master definitions and construction agreement initially made between, inter alia, the parties to the Transaction Documents on the Programme Establishment Date and most recently amended and restated as of July 31, 2015 (as the same may be amended, varied or supplemented from time to time with the consent of the parties thereto, the "Master Definitions and Construction Agreement") is expressly and specifically incorporated into this Agreement and, accordingly, the expressions defined in the Master Definitions and Construction Agreement (as so amended, varied or supplemented) shall, except where the context otherwise requires and save where otherwise defined (i) in the N Covered Bond Conditions, or (ii) herein, have the same meanings in this Agreement, including the recitals hereto and this Agreement shall be construed in accordance with the interpretation provisions set out in Clause 2 (Interpretation and Construction) of the Master Definitions and Construction Agreement.
|
2.
|
N COVERED BOND AGREEMENT
|
2.1
|
The N Covered Bondholder hereby agrees that with respect to the N Covered Bond it shall take the benefit of and be bound by and subject to:
|
|
(a)
|
the Trust Deed (excluding, except as specified herein, the Programme Conditions, but including, without limitation and for the avoidance of doubt, the Covered Bond Guarantee granted pursuant to Clause 7 thereof, the provisions on Proceedings, Action and Indemnification pursuant to Clause 10 thereof, and the provisions in relation to Meetings of Covered Bondholders pursuant to Schedule 5 thereof) and the other Transaction Documents to the extent relevant to the N Covered Bond and this Agreement;
|
|
(b)
|
the remaining provisions of this Agreement; and
|
|
(c)
|
Condition 7 (Events of Default), Condition 13 (Meetings of Covered Bondholders, Modification and Waiver), Condition 19 (Substitution) and Conditions 21 (Indemnification of Bond Trustee and Bond Trustee contracting with the Issuer and/or the Guarantor LP) of the Programme Conditions.
|
3.
|
COVERED BOND GUARANTEE
|
3.1
|
General
|
3.2
|
Extended Due for Payment Date
|
3.3
|
Excess Proceeds
|
3.4
|
Accrual of Interest after the Final Maturity Date
|
4.
|
[Intentionally Deleted]
|
5.
|
REDEMPTION DUE TO ILLEGALITY
|
6.
|
TAXATION
|
6.1
|
For the purposes of Condition 6 of the N Covered Bond Conditions, any reference in this Agreement or the Conditions to any payment due in respect of the N Covered Bond shall be deemed to include any additional amounts which may be payable under Condition 6 of the N Covered Bond Conditions. Unless the context otherwise requires, any reference in this Agreement or the Conditions to "principal" shall include [any premium payable in respect of the N Covered Bond,] any [Instalment Amount or] Final Redemption Amount, any Excess Proceeds which may be payable by the Bond Trustee under or in respect of the Covered Bonds [add any other amounts in the nature of principal payable pursuant to the N Covered Bond Conditions] and "interest" shall include all amounts payable pursuant to Condition 3 of the N Covered Bond Conditions and any other amounts in the nature of interest payable pursuant to this Agreement or the N Covered Bond Conditions.
|
6.2
|
Should any payments made by the Guarantor LP under the Covered Bond Guarantee be made subject to any withholding or deduction for or on account of taxes or duties of whatever nature imposed or levied by or on behalf of Canada, any province or territory, political sub-division thereof or by any authority or agency therein or thereof having power to tax, or, in the case of payments made by the Guarantor LP under the Covered Bond Guarantee in respect of the N Covered Bonds issued by a branch of the Issuer outside of Canada, the country in which such branch is located or any political subdivision thereof or by any authority or agency therein or thereof having the power to tax, the Guarantor LP will not be obliged to pay any additional amounts as a consequence.
|
7.
|
BRANCH OF ACCOUNT
|
7.1
|
For the purposes of the Bank Act (Canada), [Toronto / London / specify other branch] shall be the branch of account (the "Branch of Account") for the deposits evidenced by the N Covered Bond.
|
7.2
|
The N Covered Bond will be paid without the necessity of first being presented for payment at the Branch of Account.
|
7.3
|
[If the Branch of Account is not in Canada, include the following] The issuer may change the Branch of Account for the deposits evidenced by the N Covered Bond, upon not less than seven days' prior notice to the N Covered Bondholder given in accordance with Condition 9 (Notices) of the N Covered Bond Conditions and upon and subject to the following terms and conditions:
|
8.
|
NOTICES AND ACCOUNT DETAILS
|
8.1
|
All notices that are required to be given to the N Covered Bondholder pursuant to the N Covered Bond shall also be delivered to the Bond Trustee and the Guarantor LP in the manner specified in Clause 29 of the Trust Deed. All notices under the N Covered Bond, the N Covered Bond Conditions, or this Agreement shall be delivered to the Issuer, the Guarantor LP and/or the Bond Trustee, as the case may be, in accordance with Clause 29 of the Trust Deed.
|
8.2
|
For the purpose of condition 5 (Payments) of the N Covered Bond Conditions the Designated Account of the N Covered Bondholder shall be the bank account with the following references:
|
Account holder:
|
[ ]
|
Name of bank:
|
[ ]
|
Account number:
|
[ ]
|
SWIFT CODE:
|
[ ]
|
IBAN:
|
[ ]
|
Reference:
|
[ ]
|
8.3
|
For the purpose of Condition 9 (Notices) of the N Covered Bond Conditions the contact details of the N Covered Bondholder shall be the following:
|
Address:
|
[ ]
|
Attention:
|
[ ]
|
Telephone:
|
[ ]
|
Fax:
|
[ ]
|
Email:
|
[ ]
|
9.
|
CONFLICTS
|
9.1
|
In the event of any conflict between the provisions of (i) the N Covered Bond Conditions and/or this Agreement and (ii) the Trust Deed, the provisions of the N Covered Bond Conditions and this Agreement will prevail.
|
9.2
|
In the event of any conflict between the provisions of the N Covered Bond Conditions and any provisions contained in this Agreement, this Agreement will prevail.
|
10.
|
AMENDMENTS
|
11.
|
ASSIGNMENT
|
12.
|
NO ENFORCEMENT BY N COVERED BONDHOLDER
|
13.
|
GOVERNING LAW
|
14.
|
PLACE OF JURISDICTION
|
15.
|
PARTIAL INVALIDITY
|
16.
|
THIRD PARTY BENEFICIARIES
|
17.
|
COUNTERPARTS
|
18.
|
LANGUAGE
|
By: | By: |
|
||
duly authorized
|
duly authorized
|
By: | By: |
|
||
duly authorized
|
duly authorized
|
By: | By: |
|
||
Date:
|
Date:
|
Specified Period(s) / Specified Interest Payment Date(s):
|
[Each Guarantor LP Payment Date]
|
|
Business Day Convention
|
[Floating Rate Convention/ Following Business Day Convention/ Modified Following Day Convention/ Preceding Business Day Convention] [specify other]
|
|
Additional Business Centre(s):
|
[ ]
|
|
Manner in which the Rate of Interest and Interest Amount is to be determined:
|
[Screen Rate Determination/ ISDA Determination/ specify other]
|
|
Party responsible for calculating the Rate of Interest and Interest Amount (if not the Issuing and Paying Agent):
|
[ ]
|
|
Screen Rate Determination
|
||
(a) Reference Rate
|
[ ]
[Either LIBOR, EURIBOR or other, although additional information is required if other, including amendment to fallback provisions in the Agency Agreement]
|
|
(b) Interest Determination Date(s)
|
[ ]
[Second day on which commercial banks are open for general business (including dealings in foreign currency deposits) in London prior to the start of each Interest Period if LIBOR (other than Sterling [or euro LIBOR]), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET System is open prior to the start of each Interest Period if EURIBOR [or euro LIBOR]
[N.B. Specify the Interest Determination Date(s) up to and including the Extended Due for Payment Date, if applicable]
|
|
(c) Relevant Screen Page
|
[ ]
[In the case of EURIBOR, if not Reuters page EURIBOR01 or, in the case of LIBOR, Reuters page LIBOR01, ensure it is page which shows a composite rate or amend the fallback provisions appropriately]
|
Series Number:
|
CUSIP:
|
Common Code:
|
|
ISIN No.:
|
|
Certificate No.:
|
|
Serial Number:
|
§§§§§
|
Delete if not deposited with DTC.
|
By:
|
By:
|
||||
Duly Authorized
|
Duly Authorized
|
By:
|
||
Authorized Officer
|
To:
|
Royal Bank of Canada (the “Issuer”)
|
1.
|
(A) |
As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:
|
|
(i)
|
“voting certificate” shall mean an English language certificate issued by a Paying Agent and dated in which it is stated:
|
|
(a)
|
that on the date thereof Bearer Covered Bonds (whether in definitive form or represented by a Global Covered Bond and not being Covered Bonds in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjourned such meeting) were deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control or blocked in an account with a clearing system and that no such Bearer Covered Bonds will cease to be so deposited or held or blocked until the first to occur of:
|
|
(b)
|
that the bearer thereof is entitled to attend and vote at such meeting and any adjourned such meeting in respect of the Covered Bonds represented by such certificate;
|
|
(ii)
|
“block voting instruction” shall mean an English language document issued by a Paying Agent and dated in which:
|
|
(a)
|
it is certified that Bearer Covered Bonds (whether in definitive form or represented by a Global Covered Bond and not being Covered Bonds in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction and any adjourned such meeting) have been deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control or blocked in an account with a clearing system and that no such Bearer Covered Bonds will cease to be so deposited or held or blocked until the first to occur of:
|
|
(b)
|
it is certified that each holder of such Bearer Covered Bonds has instructed such Paying Agent that the vote(s) attributable to the Bearer Covered Bond or Bearer Covered Bonds so deposited or held or blocked should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjourned such meeting and that all such instructions are during the period commencing 48 hours prior to the time for which such meeting or any adjourned such meeting is convened and ending at the conclusion or adjournment thereof neither revocable nor capable of amendment;
|
|
(c)
|
the aggregate principal amount of the Bearer Covered Bonds so deposited or held or blocked are listed distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and
|
|
(d)
|
one or more persons named in such document (each hereinafter called a “proxy”) is or are authorized and instructed by such Paying Agent to cast the votes attributable to the Bearer Covered Bonds so listed in accordance with the instructions referred to in (c) above as set out in such document;
|
|
(iii)
|
“24 hours” shall mean a period of 24 hours including all or part of a day upon which banks are open for business in both the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business in all of the places as aforesaid; and
|
|
(iv)
|
“48 hours” shall mean a period of 48 hours including all or part of two days upon which banks are open for business both in the place where the relevant meeting is to be held and in each of the places where the Paying Agents have their specified offices (disregarding for this purpose the day upon which such meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of two days upon which banks are open for business in all of the places as aforesaid.
|
|
(B)
|
A holder of a Bearer Covered Bond (whether in definitive form or represented by a Global Covered Bond) may obtain a voting certificate in respect of such Bearer Covered Bond from a Paying Agent or require a Paying Agent to issue a block voting instruction in respect of such Bearer Covered Bond by depositing such Bearer Covered Bond with such Paying Agent or (to the satisfaction of such Paying Agent) by such Bearer Covered Bond being held to its order or under its control or being blocked in an account with a clearing system, in each case not less than 48 hours before the time fixed for the relevant meeting and on the terms set out in sub paragraph (A)(i)(a) or (A)(ii)(a) above (as the case may be), and (in the case of a block voting instruction) instructing such Paying Agent to the effect set out in sub paragraph (A)(ii)(b) above. The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Covered Bondholders be deemed to be the holder of the Bearer Covered Bonds to which such voting certificate or block voting instruction relates and the Paying Agent with which such Bearer Covered Bonds have been deposited or the person holding the same to the order or under the control of such Paying Agent or the clearing system in which such Bearer Covered Bonds have been blocked shall be deemed for such purposes not to be the holder of those Bearer Covered Bonds.
|
|
(C)
|
|
(i)
|
A holder of Registered Covered Bonds (whether in definitive form or represented by a Registered Global Covered Bond) may, by an instrument in writing in the English language (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorized officer of the corporation and delivered to the specified office of the Registrar not less than 48 hours before the time fixed for the relevant meeting, appoint any person (a proxy) to act on his or its behalf in connection with any meeting of the Bondholders and any adjourned such meeting.
|
|
(ii)
|
Any holder of Registered Covered Bonds (whether in definitive form or represented by a Registered Global Covered Bond) which is a corporation may by resolution of its directors or other governing body authorize any person to act as its representative (a “representative”) in connection with any meeting of the Bondholders and any adjourned such meeting.
|
|
(iii)
|
Any proxy appointed pursuant to subparagraph (i) above or representative appointed pursuant to subparagraph (ii) above shall so long as such appointment remains in force be deemed, for all purposes in connection with the relevant meeting or adjourned meeting of the Bondholders, to be the holder of the Registered Covered Bonds to which such appointment relates and the holder of the Registered Covered Bonds shall be deemed for such purposes not to be the holder.
|
|
(iv)
|
For so long as any of the Registered Covered Bonds is represented by a Global Covered Bond registered in the name of DTC or its nominee, DTC may mail an Omnibus Proxy to the Relevant Issuer in accordance with and in the form used by DTC as part of its usual procedures from time to time in relation to meetings of Bondholders. Such Omnibus Proxy shall assign the voting rights in respect of the relevant meeting to DTC’s direct participants as of the record date specified therein. Any such assignee participant may, by an instrument in writing in the English language signed by such assignee participant, or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorized officer of the corporation and delivered to the specified office of the Registrar or any Transfer Agent before the time fixed for the relevant meeting, appoint any person (a sub-proxy) to act on his or its behalf in connection with any meeting of Bondholders and any adjourned such meeting. All references to proxy or proxies in this Schedule other than in this paragraph shall be read so as to include references to sub-proxy or sub-proxies.
|
2.
|
Notwithstanding the applicability of Section 316(a) of the Trust Indenture Act, the Issuer, the Guarantor LP or the Bond Trustee or (in relation to a meeting for the passing of a Programme Resolution) the Covered Bondholders of any Series may at any time and the Issuer shall upon a requisition in writing in the English language signed by the holders of not less than five per cent. of the Principal Amount Outstanding of the Covered Bonds for the time being outstanding convene a meeting of the Covered Bondholders and if the Issuer makes default for a period of seven days in convening such a meeting the same may be convened by the Bond Trustee or the requisitionists. Every such meeting shall be held at such time and place as the Bond Trustee may appoint or approve.
|
3.
|
At least 21 days’ notice (exclusive of the day on which the notice is given and the day on which the meeting is to be held) specifying the place, day and hour of meeting shall be given to the holders of the relevant Covered Bonds prior to any meeting of such holders in the manner provided by Condition 14 (Notices). Such notice, which shall be in the English language, shall state generally the nature of the business to be transacted at the meeting thereby convened but (except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the terms of any resolution to be proposed. Such notice shall include statements, if applicable, to the effect that (i) Bearer Covered Bonds may, not less than 48 hours before the time fixed for the meeting, be deposited with Paying Agents or (to their satisfaction) held to their order or under their control or blocked in an account with a clearing system for the purpose of obtaining voting certificates or appointing proxies, or (ii) the holder of Registered Covered Bonds may appoint proxies by executing and delivering a form of proxy in the English language to the specified office of the Registrar not less than 48 hours before the time fixed for the meeting or, in the case of corporations, may appoint representatives by resolution of the directors or other governing body. A copy of the notice shall be sent by post to the Bond Trustee (unless the meeting is convened by the Bond Trustee), and to the Issuer (unless the meeting is convened by the Issuer) and to the Guarantor LP (unless the meeting is convened by the Guarantor LP).
|
4.
|
A person (who may but need not be a Covered Bondholder) nominated in writing by the Bond Trustee shall be entitled to take the chair at the relevant meeting or adjourned meeting but if no such nomination is made or if at any meeting or adjourned meeting the person nominated shall not be present within 15 minutes after the time appointed for holding the meeting or adjourned meeting the Covered Bondholders present shall choose one of their number to be Chairman, failing which the Issuer may appoint a Chairman. The Chairman of an adjourned meeting need not be the same person as was Chairman of the meeting from which the adjournment took place.
|
5.
|
At any such meeting one or more persons present holding Definitive Covered Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one twentieth of the Principal Amount Outstanding of the Covered Bonds of the relevant Series for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution or a Programme Resolution) form a quorum for the transaction of business and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of the relevant business. The quorum at any such meeting for passing an Extraordinary Resolution (subject as provided below) or a Programme Resolution shall be one or more persons present holding Definitive Covered Bonds or voting certificates or being proxies or representatives and holding or representing not less than a clear majority of the aggregate Principal Amount Outstanding of the Covered Bonds of the relevant Series for the time being outstanding or, of any adjourned meeting one or more persons being or representing holders of the Covered Bonds whatever the nominal amount of the Covered Bonds or the relevant Series so held or represented PROVIDED THAT at any meeting the business of which includes any of the following matters (other than in relation to a Programme Resolution) (each of which shall, subject only to Clause 20.2, only be capable of being effected after having been approved by Extraordinary Resolution) namely:
|
|
(A)
|
reduction or cancellation of the amount payable or, where applicable, modification of the method of calculating the amount payable or modification of the date of payment or, where applicable, modification of the method of calculating the date of payment in respect of any principal or interest in respect of the Covered Bonds;
|
|
(B)
|
subject to any applicable redenomination provisions specified in the applicable Final Terms, alteration of the currency in which payments under the Covered Bonds, Receipts and Coupons are to be made;
|
|
(C)
|
alteration of the majority required to pass an Extraordinary Resolution;
|
|
(D)
|
any amendment to the Guarantee or the Security Agreement (except in a manner determined by the Bond Trustee not to be materially prejudicial to the interests of the Covered Bondholders of any Series);
|
|
(E)
|
except in accordance with Condition 13, the sanctioning of any such scheme or proposal as is described in paragraph 18(I) below and for the appointment of some person with power on behalf of the holders of the Covered Bonds to execute an instrument of transfer of the Registered Covered Bonds held by them in favour of the persons with or to whom the Covered Bonds are to be exchanged or sold respectively; and
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(F)
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alteration of this proviso or the proviso to paragraph 6 below;
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6.
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If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any such meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the meeting shall if convened upon the requisition of Covered Bondholders be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding business day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period, being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the Chairman either at or subsequent to such meeting and approved by the Bond Trustee). If within 15 minutes (or such longer period not exceeding 30 minutes as the Chairman may decide) after the time appointed for any adjourned meeting a quorum is not present for the transaction of any particular business, then, subject and without prejudice to the transaction of the business (if any) for which a quorum is present, the Chairman may either (with the approval of the Bond Trustee) dissolve such meeting or adjourn the same for such period, being not less than 13 clear days (but without any maximum number of clear days), and to such place as may be appointed by the Chairman either at or subsequent to such adjourned meeting and approved by the Bond Trustee, and the provisions of this sentence shall apply to all further adjourned such meetings. At any adjourned meeting one or more persons present holding Definitive Covered Bonds or voting certificates or being proxies (whatever the nominal amount of the Covered Bonds of the relevant Series so held or represented by them) shall (subject as provided below) form a quorum and shall have power to pass any Extraordinary Resolution, Programme Resolution or other resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present PROVIDED THAT at any adjourned meeting the quorum for the transaction of business comprising any Series Reserved Matter shall be one or more persons present holding Definitive Covered Bonds or voting certificates or being proxies and holding or representing in the aggregate not less than one third of the Principal Amount Outstanding of the Covered Bonds of the relevant Series for the time being outstanding.
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7.
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Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 in paragraph 3 above and such notice shall state the relevant quorum. Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.
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8.
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Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Covered Bondholder or as a holder of a voting certificate or as a proxy or as a representative.
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9.
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At any meeting unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman, the Issuer, the Guarantor LP, the Bond Trustee or any person present holding a Definitive Covered Bond or a voting certificate or being a proxy or representative (whatever the Principal Amount Outstanding of the Covered Bonds so held or represented by him) a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
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10.
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Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.
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11.
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The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for lack of required quorum) have been transacted at the meeting from which the adjournment took place.
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12.
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Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.
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13.
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The Bond Trustee and its lawyers and any director, officer or employee of a corporation being a bond trustee under the Trust Deed and any director or officer of the Issuer or, as the case may be, the Guarantor LP and its or their lawyers and any other person authorized so to do by the Bond Trustee may attend and speak at any meeting. Save as aforesaid, but without prejudice to the proviso to the definition of “outstanding” as set out in the Master Definitions and Construction Agreement, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of Covered Bondholders or join with others in requesting the convening of such a meeting or to exercise the rights conferred on Covered Bondholders by Condition 7 (Events of Default) unless he either produces the Definitive Covered Bond or Definitive Covered Bonds of which he is the holder or a voting certificate or is a proxy. No person shall be entitled to vote at any meeting in respect of Covered Bonds held by, for the benefit of, or on behalf of, the Issuer or the Guarantor LP. Nothing herein shall prevent any of the proxies named in any block voting instruction from being a director, officer or representative of or otherwise connected with the Issuer or the Guarantor LP.
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14.
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Subject as provided in paragraph 13 hereof at any meeting:
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(A)
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on a show of hands every person who is present in person and produces a Bearer Definitive Covered Bond or voting certificate or is the holder of a Registered Definitive Covered Bond is a proxy or representative shall have one vote; and
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(B)
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on a poll every person who is so present shall have one vote in respect of each €1 or such other amount as the Bond Trustee may in its absolute discretion stipulate (or, in the case of meetings of holders of Covered Bonds denominated in another currency, such amount in such other currency as the Bond Trustee in its absolute discretion may stipulate) in the Principal Amount Outstanding of the Bearer Definitive Covered Bonds so produced or represented by the voting certificate so produced or in respect of which he is a proxy or representative or in respect of which (being a Registered Definitive Covered Bond) he is the registered holder.
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15.
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The proxies named in any block voting instruction or form of proxy and representatives need not be Covered Bondholders.
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16.
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Each block voting instruction together (if so requested by the Bond Trustee) with proof satisfactory to the Bond Trustee of its due execution or form of proxy on behalf of the relevant Paying Agent and each form of proxy should be deposited by one relevant Paying Agent or (as the case my be) by the Registrar or the relevant Transfer Agent at such place as the Bond Trustee shall approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxies named in the block voting instruction propose to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A copy of each block voting instruction and form of proxy shall (if the Bond Trustee so requires) be deposited with the Bond Trustee before the commencement of the meeting or adjourned meeting but the Bond Trustee shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in any such block voting instruction or form of proxy.
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17.
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Any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the relevant Covered Bondholders’ instructions pursuant to which it was executed PROVIDED THAT no intimation in writing of such revocation or amendment shall have been received from the relevant Paying Agent or in the case of a Registered Covered Bond from the holder thereof by the Issuer at its registered office (or such other place as may have been required or approved by the Bond Trustee for the purpose) by the time being 24 hours respectively before the time appointed for holding the meeting or adjourned meeting at which the block voting instruction or form of proxy is to be used.
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18.
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A meeting of the Covered Bondholders shall in addition to the powers hereinbefore given have the following powers exercisable only by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) namely:
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(A)
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Power to sanction any compromise or arrangement proposed to be made between the Issuer, the Guarantor LP, the Bond Trustee, any Appointee and the Covered Bondholders, Receiptholders and Couponholders or any of them.
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(B)
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Power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Bond Trustee, any Appointee, the Covered Bondholders, the Receiptholders, Couponholders, or the Issuer or the Guarantor LP or against any other or others of them or against any of their property whether such rights shall arise under the Trust Deed or the other Transaction Documents or otherwise.
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(C)
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Power to assent to any modification of the provisions of the Trust Deed or the other Transaction Documents which shall be proposed by the Issuer, the Guarantor LP, the Bond Trustee or any Covered Bondholder.
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(D)
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Power to give any authority or sanction which under the provisions of the Trust Deeds is required to be given by Extraordinary Resolution.
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(E)
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Power to appoint any persons (whether Covered Bondholders or not) as a committee or committees to represent the interests of the Covered Bondholders and to confer upon such committee or committees any powers or discretions which the Covered Bondholders could themselves exercise by Extraordinary Resolution.
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(F)
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Power to approve of a person to be appointed a trustee and power to remove any trustee or trustees for the time being of the Trust Deed and/or the Security Agreement.
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(G)
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Power to discharge or exonerate the Bond Trustee and/or any Appointee from all liability in respect of any act or omission for which the Bond Trustee and/or such Appointee may have become responsible under the Trust Deed and/or the Security Agreement.
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(H)
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Power to authorise the Bond Trustee and/or any Appointee to concur in and execute and do all such deeds, instruments, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution.
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(I)
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Power to sanction any scheme or proposal for the exchange or sale of the Covered Bonds for or the conversion of the Covered Bonds into or the cancellation of the Covered Bonds in consideration of shares, stock, covered bonds, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, bonds, covered bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash.
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19.
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Any resolution passed at a meeting of the Covered Bondholders duly convened and held in accordance with the Trust Deed shall be binding upon all the Covered Bondholders whether present or not present at such meeting and whether or not voting and upon all Receiptholders and Couponholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Covered Bondholders shall be published in accordance with Condition 14 (Notices) by the Issuer within 14 days of such result being known PROVIDED THAT the non publication of such notice shall not invalidate such result.
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20.
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The expression “Extraordinary Resolution” when used in the Trust Deed means (a) a resolution passed at a meeting of the Covered Bondholders duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three fourths of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on behalf of Covered Bondholders holding not less than fifty per cent in Principal Amount Outstanding of the Covered Bonds, which resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Covered Bondholders.
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21.
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Minutes of all resolutions and proceedings at every meeting of the Covered Bondholders shall be made and entered in books to be from time to time provided for that purpose by the Issuer and any such minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings transacted shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed or transacted.
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22.
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(A)
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If and whenever the Issuer shall have issued and have outstanding Covered Bonds of more than one Series the foregoing provisions of this Schedule shall have effect subject to the following modifications:
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(i)
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a resolution which in the opinion of the Bond Trustee affects the Covered Bonds of only one Series shall be deemed to have been duly passed if passed at a separate meeting of the holders of the Covered Bonds of that Series;
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(ii)
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a resolution which in the opinion of the Bond Trustee affects the Covered Bonds of more than one Series but does not give rise to a conflict of interest between the holders of Covered Bonds of any of the Series so affected shall be deemed to have been duly passed if passed at a single meeting of the holders of the Covered Bonds of all the Series so affected;
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(iii)
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a resolution which in the opinion of the Bond Trustee affects the Covered Bonds of more than one Series and gives or may give rise to a conflict of interest between the holders of the Covered Bonds of one Series or group of Series so affected and the holders of the Covered Bonds of another Series or group of Series so affected shall be deemed to have been duly passed only if passed at separate meetings of the holders of the Covered Bonds of each Series or group of Series so affected;
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(iv)
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a Programme Resolution shall be deemed to have been duly passed only if passed at a single meeting of the Covered Bondholders of all Series; and
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(v)
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to all such meetings all the preceding provisions of this Schedule shall mutatis mutandis apply as though references therein to Covered Bonds and Covered Bondholders were references to the Covered Bonds of the Series or group of Series in question or to the holders of such Covered Bonds, as the case may be.
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(B)
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If the Issuer shall have issued and have outstanding Covered Bonds which are not denominated in euros in the case of any meeting of holders of Covered Bonds of more than one currency (whether in respect of the meeting or any adjourned such meeting or any poll resulting therefrom) the Principal Amount Outstanding of such Covered Bonds shall be the equivalent in euros at the rate set out in the applicable Final Terms or Pricing Supplement, as applicable. In such circumstances, on any poll each person present shall have one vote for each €1,000 (or such other euro amount as the Bond Trustee may in its absolute discretion stipulate) of the Principal Amount Outstanding of the Covered Bonds (converted as above) which he holds or represents.
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23.
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Subject to all other provisions of the Trust Deed the Bond Trustee may without the consent of the Issuer, the Guarantor LP, the Covered Bondholders, the Receiptholders or the Couponholders prescribe such further regulations regarding the requisitioning and/or the holding of meetings of Covered Bondholders and attendance and voting thereat as the Bond Trustee may in its sole discretion think fit.
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