RBC Direct Investing Inc. and Royal Bank of Canada are separate corporate entities which are affiliated. RBC Direct Investing Inc. is a wholly owned subsidiary of Royal Bank of Canada and is a
Member of the Investment Industry Regulatory Organization of Canada and the Canadian Investor Protection Fund. Royal Bank of Canada and certain of its issuers are related to RBC Direct
Investing Inc. RBC Direct Investing Inc. does not provide investment advice or recommendations regarding the purchase or sale of any securities. Investors are responsible for their own
investment decisions. RBC Direct Investing is a business name used by RBC Direct Investing Inc. ® / ™ Trademark(s) of Royal Bank of Canada. RBC and Royal Bank are registered trademarks of
Royal Bank of Canada. Used under licence. © Royal Bank of Canada 2016. All rights reserved.
RBC Direct Investing Inc.
(Personal Guarantee of all of a Corporation's Indebtedness)
To: RBC DIRECT INVESTING INC. ("RBC Direct Investing®")
In consideration of RBC Direct Investing establishing or maintaining one or
more accounts for the corporation named on the reverse side (the "Customer")
or otherwise giving credit to the Customer, the undersigned individual (the
"Guarantor") hereby unconditionally guarantees jointly and severally with the
Customer timely payment to RBC Direct Investing of: (a) all debit balances
existing in any account maintained with RBC Direct Investing by the Customer,
whether alone or with others; and (b) all other liabilities owing to RBC Direct
Investing by the Customer, whether alone or with others, whether as principal,
guarantor or surely; whether absolute or contingent and whether matured or
not (such debit balances and liabilities being referred to herein as the
"Liabilities"). The Guarantor further agrees as follow:
CONTINUING GUARANTEE. This Guarantee is a continuing guarantee
which covers all present and future Liabilities and this Guarantee will
survive any incidental, temporary or intermittent closing out, reopening or
renumbering of any of the Customer's accounts.
PAYMENTS TO RBC DIRECT INVESTING. The Guarantor will, upon any
demand therefore, pay to RBC Direct Investing the amount of all the
Liabilities, or such part thereof as may have been demanded, together with
Interest, calculated daily and compounded monthly, from the date of
demand until payment. The rate of interest will be the rate as shown on
the monthly or quarterly account statements. We may change the interest
rate at any time. Our current interest rates are available upon request or on
our website at www.rbcdirectinvesting.com. Any amount which RBC
Direct Investing states is owing by the Customer shall be accepted by the
Guarantor as conclusive evidence that such amount is owing by the
Customer to RBC Direct Investing. RBC Direct Investing shall be entitled to
make more than one demand under this Guarantee and no demand shall in
any way terminate or extinguish this Guarantee.
GUARANTOR'S WAIVER OF NOTICE. The Guarantor waives notice of, and
any modifications to, the terms of any present or future agreement
between the Customer and RBC Direct Investing, the types of Securities
traded by the Customer and the Customer's trading pattern. The Guarantor
confirms that RBC Direct Investing may deal with and accept orders for
the Customer's accounts without notice to the Guarantor. The Guarantor
also waives notice of the condition of the Customer's accounts at any
time and from time to time, including notice of any failure by the Customer
to make timely payments of the Liabilities, and the Guarantor waives any
right to automatically receive copies of any confirmations, statements or
other communications sent by RBC Direct Investing on request written
confirmation from time to time of the Customer's liability to RBC Direct
Investing in respect of the account or accounts to which this Guarantee
relates, provided that RBC Direct Investing has received the written
consent of the Customer for such provision of information.
TERMINATION OF GUARANTEE. The Guarantor may terminate this
Guarantee by sending a written notice to RBC Direct Investing by
registered mail addressed to the attention of RBC Direct Investing's Chief
Compliance Officer at its head office in Toronto, Ontario. By giving such
notice, the Guarantor shall not, except for any transactions executed by
RBC Direct Investing within a reasonable time after receipt of such notice
for the purpose of closing out positions existing at such time, be liable to
RBC Direct Investing for any Liabilities arising on or after the trading day
immediately following the day on which such notice is received. The
Guarantor shall continue to be liable to RBC Direct Investing for any
Liabilities arising from transactions executed on or before the day of
receipt of such notice.
WAIVER OF DEFENCES. The Guarantor's liability to RBC Direct Investing
will not be released, discharged, limited, reduced or otherwise affected by
RBC Direct Investing:
granting any extension or other indulgence or any release or discharge
to the Customer or any other guarantor or surety;
taking, giving up or abstaining from perfecting any security or taking
advantage of, exercising or otherwise dealing with any security held by
RBC Direct Investing;
accepting any compositions from or otherwise dealing with the
Customer or any other guarantor or surety;
applying any monies received from the Customer or others or from any
security against the Liabilities in any manner RBC Direct Investing sees
fit;
failing to exhaust its recourse against the Customer or any other
guarantor or surety at any time prior to requiring or enforcing
payment from the Guarantor under this Guarantee; or
acting, or failing to act, in any manner which might otherwise
operate as a discharge, whether partial or absolute, of the
Guarantor's obligations under this Guarantee;
any right of set-off, counterclaim, appropriation, application or other
demand or right the Customer Guarantor may have;
any irregularity, defect or informality in any obligation, document or
transaction relating to the Customer or its accounts;
any acts done, omitted, suffered or permitted by RBC Direct
Investing in connection with the Customer, its accounts, the
Liabilities or any other guarantees or security held in respect thereof
including any renewals, extensions, waivers, releases, amendments,
compromises or indulgences agreed to by RBC Direct Investing to
the Guarantor in accordance with section 3 above;
the incapacity, bankruptcy or other fundamental change of or
affecting the Customer;
provided that in the event the Guarantor shall be released for any
reasonfrom this Guarantee the Guarantor shall remain liable as principal
debtor in respect of the Liabilities. The Guarantor hereby renounces all
benefits of division and discussion, and waives any rights of subrogation
until all Liabilities are paid full.
COMMUNICATIONS TO THE GUARANTOR.
Any notice or communication to the Guarantor may be given by prepaid
mail, telegraph or telex to any address of record of the Guarantor with
RBC Direct Investing, or may be delivered personally to the Guarantor or
to any such address of record and shall be deemed to have been
received, if mailed, on the second business day after mailing or, if sent
by telegram or telex, on the day sent or, if delivered, when delivered.
Nothing in this section shall be interpreted as requiring RBC Direct
Investing to give any notice to the Guarantor which is not otherwise
required to be given to RBC Direct Investing.
This Guarantee shall remain in effect notwithstanding any change in
the name of the Customer or any change of control in, or any
continuation or amalgamation of the Customer.
This Guarantee is in addition to all other guarantees (whether or not
in the same form as this Guarantee) held or which may hereafter be
held by RBC Direct Investing.
There are no representations, collateral agreements or conditions
with respect to this Guarantee or affecting the Guarantor's liabilities
hereunder other than as contained herein.
This Guarantee shall be construed in accordance with the laws of
the jurisdiction in which the Customer's Account is maintained or,
where the Customer has more than one Account, this Guarantee
shall be construed separately with respect to each Account in
accordance with the laws of the jurisdiction in which each such
Account is maintained. This Guarantee shall ensure to the benefit of
and be binding upon RBC Direct Investing and the Guarantor and
their respective heirs, personal representatives, successors and
assigns.
Whenever this Guarantee entitles RBC Direct Investing to alternative
courses of action, RBC Direct Investing shall be entitled to choose
any, none or all such alternatives in its sole and unfettered
discretion.
The headings used in this Guarantee are for convenience of
reference only and shall not in any way affect the interpretation of
the Guarantee.
In this Guarantee, where the singular is used it shall include the
plural.
DEFINED TERM. For the purposes of this Guarantee "Securities" includes
shares, share certificates, scrip certificates, deposit receipts, warrants,
rights, bonds, debentures, notes and any other securities of any kind
whatsoever, commodities and future contracts, options on securities and
options on commodities and futures contracts.
