Master Client
Agreement
For business clients

Legal terms and conditions

Master Client Agreement 1

INTRODUCTION
These Legal Terms and Conditions form part of the Master
Client Agreement between Royal Bank and the Customer.
The Agreement is in parts, and each part is incorporated into
the others.
These Legal Terms and Conditions govern the use of Services,and contain:

Part A – general terms applicable to all Services;
Part B – additional legal terms for specific Services; andPart C – glossary containing rules of interpretation anddefined terms.
The Customer is bound by the Agreement when the Customer
enters the Agreement or when the Customer is enrolled in,authorized for, or uses a Service.

PART A – GENERAL TERMS
1.

General Services
1.1 Use in Compliance with Agreement. The Customer willcomply with the terms and conditions of this Agreement,
including applicable Service Materials, in connection witheach Service used by or on behalf of the Customer.
1.2 Enrolment. In order to use any Service, the Customer
must satisfy Royal Bank’s eligibility requirements for theService and provide Royal Bank all enrolment information,
forms, schedules, and other Documents (each, a “Schedule”)
it requests, in form and substance satisfactory to Royal
Bank. Each Schedule is deemed to be incorporated inthis Agreement immediately when given effect by Royal
Bank, without any other action required by Royal Bank,
the Customer, or any other Person. Royal Bank is under
no obligation to provide any Service to the Customer, andRoyal Bank’s records are conclusive as to the Services
being provided to the Customer at any given time.
1.3 Authorized Persons Only. The Customer represents,
warrants, covenants, and agrees that each of the Services
and Security Devices will only be used by Persons
properly authorized on its behalf for such purpose. Unlessotherwise specified in an Authorization Form, the Customer
represents, warrants, covenants, and agrees that each such
Person: (i) has the power and authority to exercise all rights,
powers, and authorities in connection with this Agreement
and each of the Services, including to incur liabilities
and obligations and otherwise conduct and transact any
business whatsoever on the Customer’s behalf, and todelegate any of these rights, powers, and authorities toany other Person; (ii) may be provided Security Devices
and other Service Materials; and (iii) will comply withthis Agreement and any other Document relating to theServices. The Customer is responsible, and will indemnify
and hold harmless Royal Bank and its Representatives, for
all Losses arising out of, or incidental to, the use, including

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Master Client Agreement 3

RBC Royal Bankany unauthorized use, of the Services or Service Materials
by each such Person, including all actions or omissionsof the Person. The Customer further confirms that each
Person who exercises or delegates any rights, powers, orauthorities for the Services through an Electronic Channel
is authorized to do so, including acting alone if required for
a Service, notwithstanding anything to the contrary which
may be specified in an Authorization Form. The Customer
will provide Royal Bank with at least thirty (30) days’ priorwritten notice of any change to a Person or a Person’s
authority specified in an Authorization Form. The change
will only be effective once it is implemented by Royal Bank.
Royal Bank may, in its discretion, with or without priornotice, accept, reject, or terminate any Person’s use of aService or Document at any time.

1.6 Notice of Unauthorized Use. The Customer will
immediately notify Royal Bank, verbally and in writing, if
any Service Materials are lost or stolen or if there is any
unusual, suspicious, actual or suspected fraudulent orother unauthorized use in relation to a Service, including if:(i) any unauthorized Person has had, or may have, accessto any Service, Security Device or other Service Materials,
Document, or Electronic Channel; or (ii) any Service,
Security Device or other Service Materials, Document, orElectronic Channel has been, or may be, used in a manner
contrary to this Agreement. The provision of notice as
outlined above will be in accordance with any instructions
provided by Royal Bank, and will not affect any good faithactions or omissions by Royal Bank prior to or after receipt
of such notice.

1.4 No Third Party Use. No Service may be used, directly
or indirectly, by, for, or on behalf of any Person otherthan the Customer, unless otherwise agreed in writing by
Royal Bank. Where Royal Bank has agreed in writing to theuse of a Service by, for, or on behalf of another Person,
the Customer will provide Royal Bank any Document it
requests, in form and substance satisfactory to Royal Bank.
For these purposes, the Customer represents, warrants,
covenants, and agrees that the Customer: (i) has the power
and authority to exercise all rights, powers, and authorities
to act on behalf of the Person in connection with each of theServices, including to incur liabilities and obligations andotherwise conduct and transact any business whatsoeveron the other Person’s behalf, and to delegate any of theserights, powers, and authorities to any other Person; (ii)may be provided the other Person’s Security Devices
and other Service Materials; and (iii) will comply withthis Agreement and any other Document relating to theServices. The Customer is responsible, and will indemnify
and hold harmless Royal Bank and its Representatives, for
all Losses arising out of, or incidental to, the use, including
any unauthorized use, of the Services or Service Materials
by, for, or on behalf of any other Person, including all
actions or omissions of the Customer or other Person. The
Customer further confirms that it is authorized to exercise
and delegate all rights, powers, or authorities for theServices through an Electronic Channel, including acting
alone if required for a Service, notwithstanding anything
to the contrary which may be specified in an Authorization
Form. Royal Bank may, in its discretion, with or without
prior notice, accept, reject, or terminate the use of a Service
or Document for this purpose at any time, including if the
Customer or other Person ceases to be a Royal Bank client.

1.7 Monitoring; Restrictions, etc. Royal Bank may, without
prior notice, monitor and examine all aspects of the useof Services. Royal Bank may, without obligation or priornotice, immediately take any action that it deems necessary
or appropriate in connection with any Service, including
to restrict access to, freeze, or suspend any Service, ordecline, freeze, retain, reverse, return, or otherwise refuse
to act on, honour, or process any Document or relatedtransaction. Royal Bank may notify and provide data andinformation to any Regulatory Authority regarding theforegoing. Royal Bank will not be liable to the Customer or
any other Person for any action taken or not taken by RoyalBank in connection with the foregoing.

1.5 No Improper Use. No Service may be used for, or inconnection with, any fraudulent, unlawful, dishonest, orother activity unsatisfactory to Royal Bank, including forany malicious or defamatory purpose, and nothing will
be done which could undermine the security, integrity,
effectiveness, goodwill, or connectivity of any Service,including any activity that could threaten or cause harm toRoyal Bank or any other Person.

1.8 Set-off. Royal Bank may, at any time, and without
notice, apply any credit balance (whether due or not) in
any Account, or in any other account in the Customer’sname or to which the Customer is beneficially entitled,
maintained at any branch or agency of Royal Bank insideor outside Canada, towards the payment of any obligation(including any contingent obligation) of the Customer toRoyal Bank whether in the same or other currency. RoyalBank may use all or any part of any such credit balance tobuy any currencies that may be necessary to effect thatapplication. This right of set-off is in addition to, and in noway derogates from, Royal Bank’s rights of consolidationand set-off under Applicable Laws.
1.9 Subcontractors. Royal Bank may subcontract theperformance of the Services, in whole or in part, to any other
Person, provided that Royal Bank shall remain responsible
for the Services in accordance with this Agreement.

2.

Fees and Charges
2.1 Payment Obligation. The Customer will pay RoyalBank’s standard fees and charges applicable to theServices when they are due, unless otherwise agreed
in writing by Royal Bank, together with applicable taxes.
All fees and charges are expressed exclusive of sales tax,
deductions and withholdings. The amount of any sales tax
will be charged by Royal Bank and will be payable by the
Customer to Royal Bank in addition to the fees and charges
expressed. If any deductions or withholdings are payable,

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the fees and charges may be increased by the amount ofsuch deductions or withholdings.

delivery of the statement or whether or not the Customer
receives the statement.

2.2 Changes. Subject to compliance with Applicable Laws,
Royal Bank may change any fees or charges, or add newfees or charges, at any time.

3.3 Intraday. Intraday or same day information available
using the Services is subject to change, and must be
subsequently verified by the Customer.

2.3 Other Obligations. The Customer is responsible forthe payment of any fees, charges, taxes, or other amounts
owing to other Persons in connection with the Services.

3.4 Record Keeping. Each party will retain copies of allrecords relating to the Services in the manner and forthe minimum time periods required by Applicable Laws.
Royal Bank’s records will, in the absence of manifest error,
constitute conclusive evidence of their contents.

2.4 Payment Method. Royal Bank may debit any Accountto collect fees, charges, taxes, and other amounts owing
in connection with the Services. Royal Bank may also debit
any account held by the Customer at another financial
institution, provided that the Customer will execute andprovide Royal Bank a pre-authorized debit agreement or
any other Document requested by Royal Bank for such
purpose, in form and substance satisfactory to Royal Bank.
Royal Bank and other Persons, including intermediaries
and beneficiaries’ financial institutions, may also deduct
applicable fees and charges from the amount of an
Instrument. Unless otherwise agreed in writing by Royal
Bank, payment must be made in money which is legal
tender at the time of payment.

3.

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RBC Royal Bank

Information
3.1 Accuracy of Information. The Customer is responsible
for the accuracy and completeness of all information
provided to Royal Bank, and Royal Bank is authorized anddirected to rely on such information. Royal Bank is under noduty to detect any inaccurate, inconsistent or incomplete
information provided to it in connection with any Service. If
necessary to give effect to instructions for a Service, RoyalBank may change the information provided to it, includingnames and account numbers. If Royal Bank receives arequest to reverse or change previously given instructions
and this request is not received within the times prescribedby Royal Bank, Royal Bank is under no obligation to
implement the reversal or change.
3.2 Statement Verification. The Customer is responsible
for verifying the completeness and correctness of eachstatement provided by Royal Bank. If a statement is notreceived or cannot be accessed within ten (10) days of theapplicable statement date, the Customer will notify RoyalBank within five (5) days. The Customer is responsible for
notifying Royal Bank of any errors in, or omissions from,each statement within forty-five (45) days of each statement
date. At the end of the forty-fifth (45th) day following eachstatement date, the statement prepared by Royal Bank
will be deemed correct and will be conclusive evidence
that all entries and balances contained in it are correct,
provided that this will not apply with respect to any errors
or omissions of which Royal Bank is notified as outlined
above, amounts credited in error, or any other amounts
that Royal Bank may debit pursuant to this Agreement.
The notification periods in this Agreement commence on
the applicable statement date, regardless of the means of

3.5 Functionality and Features. Not all of the samefunctionality or features may be accessible or available at
all times for all Services or Electronic Channels.

4.

Instruments
4.1 Instruments. All Instruments must comply with
Applicable Laws and any other specifications provided
by Royal Bank. Royal Bank may present and deliver
Instruments for payment, clearing, collection, acceptanceor otherwise through any financial institution or other
Person, and in any manner, as it deems appropriate. RoyalBank may also accept and deliver any form of settlement
or payment for any Instrument as it deems appropriate.
Instruments are subject to the Applicable Laws of eachjurisdiction in which they are processed, including any
intermediary jurisdiction in which they are processed
through, and the Customer is responsible to ensure all
Instruments comply with such Applicable Laws. Royal Bank
is not responsible for any Losses relating to an Instrument
which contravenes Applicable Laws.
4.2 Clearing Rules. The Customer will comply with all CPA
Rules and NACHA Rules applicable to the Services. The
Customer is responsible for ensuring that it has obtained
and put in place all Documents required under CPA Rules
and NACHA Rules in connection with the Services and theservices it provides to its clients that relate to the Services,and the Customer is responsible for all Losses which may
be imposed under CPA Rules or NACHA Rules if it fails to
obtain or put in place the Documents. In addition, theCustomer agrees that: (i) each Instrument drawn on or
payable by it or payable through an Account will comply
with all applicable by-laws, rules and procedures of eachclearing and settlement system and network in which
the Customer and Royal Bank participate in connection
with the Services, including those relating to the clearing
and settlement of Instruments; and (ii) it will not act in amanner that would cause Royal Bank to be in breach of any
such by-laws, rules or procedures.
4.3 Verification of Authenticity, etc. The Customer is
responsible for the verification of the authenticity andvalidity of all Instruments deposited to and drawn on the
Accounts. If an Instrument should not be paid, the Customer
will ensure Royal Bank is provided instructions not to pay theInstrument within the timelines prescribed by Royal Bank.
Instruments returned beyond the timelines prescribed by

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Applicable Laws or Royal Bank will be handled by RoyalBank on a collection basis only, and at the sole liability andresponsibility of the Customer. Unless otherwise agreed
in writing by Royal Bank, Royal Bank shall have no duty,
responsibility, or obligation to review, examine, or confirm
the beneficiary or payee name, endorsement, signature,amount, or other information appearing on any Instrument.
The Customer will immediately provide Royal Bank with any
endorsements or signatures on Royal Bank’s request.
4.4 Royal Bank Discretion. Royal Bank may, in its discretion,refuse a deposit to an Account, or refuse to process any
Document, for any reason in accordance with its policies,
procedures, or guidelines, including if the Document
exceeds processing volumes established by Royal Bank.
4.5 Chargeback. Royal Bank may debit any Account for any
amount that Royal Bank determines, in its discretion, wascredited to the Account, or otherwise paid to or on behalfof the Customer, as a result of an error or any Instrument
which may be forged, fraudulent, or unauthorized in any
way, including as a result of a material alteration or any
forged, fraudulent, unauthorized, missing, or incomplete
endorsement or signature, or for which Royal Bank is unable
to receive irrevocable settlement or payment, in each case
together with all associated Losses. This will include theamount of an Instrument payable to another Person andwhich is missing endorsements, or which has forged,
fraudulent, or unauthorized endorsements, or the amountof an Instrument to which any Person party thereto isbankrupt or insolvent. This will also include any Instrument
which is dishonoured, unpaid, or paid and subsequently
returned. The Customer agrees to immediately repay any
overdraft caused by such debit, together with interest, in
accordance with this Agreement. Royal Bank may makeany other adjustments to an Account to give effect to theforegoing.
4.6 Waiver of Presentation, etc. The Customer waives
presentment for payment, notice of dishonour, protest,
and notice of protest of any Instrument. The Customer will
be liable to Royal Bank on any Instrument as if it had been
duly presented for payment and protested and notice ofdishonour and protest given to all Persons party to it asprovided by Applicable Laws.
4.7 Assignment of Claims. Royal Bank may take any steps
or proceedings with respect to any Instrument depositedor discounted with Royal Bank as it deems appropriate,
either in its own name or in the Customer’s name. For thispurpose, the Customer assigns to Royal Bank all of the
Customer’s claims against each Person party to any such
Instrument.
4.8 Authority to Pay Instruments. In the same manner asin the case of an ordinary cheque, Royal Bank may pay anddebit an Account of the Customer in the amount of every
Instrument that is payable by the Customer at Royal Bankand that is presented for payment to Royal Bank.

Master Client Agreement 7

4.9 Cut-off Times. Royal Bank may prescribe cut-off times forreceiving Instruments or other Documents for processing.
Royal Bank may, in its discretion, use reasonable efforts
to process an Instrument or other Document even if it
is received after the prescribed cut-off time, provided
that Royal Bank will not be responsible for any failure toprocess such Instrument or other Document. The Customer
discharges Royal Bank from, and will indemnify and holdharmless Royal Bank for, any Losses resulting from theprocessing of, or failure to process, such Instrument orother Document.
4.10 Finality. Once Instruments or other Documents arereceived by Royal Bank, Royal Bank is under no obligation
to reverse or change the Instrument or other Document.
Royal Bank may, in its discretion, use reasonable efforts
to implement a requested reversal or change, provided
that Royal Bank will not be responsible for any failure to
do so. The Customer discharges Royal Bank from, and will
indemnify and hold harmless Royal Bank for, any Losses
resulting from the implementation of, or the failure to
implement, such reversal or change.
4.11 Limits. Royal Bank may establish one or more
limits (dollar amounts or otherwise) for any Services orInstruments drawn on the Accounts, and the Customer
will adhere to these limits. Royal Bank may at any time, in
its discretion, without notice, change these limits for any
reason, including in order to process any Instrument which
would have exceeded a limit.
4.12 Available Funds. Notwithstanding any prior courseof conduct, Royal Bank will have no obligation to process,and Royal Bank may at any time in its discretion refuse
to process, any Instrument unless: (i) the Instrument iswithin any limits established by Royal Bank; and (ii) there
are sufficient limits or funds available in the applicable
Account at the time the instructions are submitted toRoyal Bank. Funds may be debited from an Account at thetime the instructions are submitted to Royal Bank for theInstrument, even if the Instrument is future-dated, except
where otherwise agreed in writing by Royal Bank. Once
funds are debited from an Account, the funds will be heldby Royal Bank until the earlier of the date the Instrument
is processed or termination of an applicable Service, andthe funds will not earn interest during this hold period.
If an applicable Service is terminated, any future-dated
Instruments may be cancelled by Royal Bank and any funds
held by Royal Bank for cancelled future-dated Instruments
will be returned to the Customer.
4.13 Foreign Exchange Risk. If an Instrument or transaction
requires conversion of funds from one currency to anothercurrency, unless otherwise agreed in writing by Royal Bank,Royal Bank may convert the Instrument or funds to theapplicable currency at the applicable currency conversion
rate established for such purpose by Royal Bank in its
discretion. Royal Bank may debit any Account for the funds
required for the conversion, and for any related fees and8

Master Client Agreement 9

RBC Royal Bank

charges. Royal Bank will not be responsible for any Losses
relating to foreign currency conversions, including thoseresulting from a change to Royal Bank’s currency conversion
rates between the date an Instrument is converted by RoyalBank and the date the Instrument is delivered, received,
processed, or returned. The Customer is solely responsible
for any Losses relating to foreign currency conversions inconnection with any Services, including those resulting
from a change to Royal Bank’s currency conversion rates
and any loss in the value or amount of an Instrument due toan adverse change to such rates.
4.14 Account and Transit Numbers. If a Document specifies
an account number for the beneficiary or transit number
for the beneficiary’s financial institution, Royal Bank may
rely on the account or transit number for the purpose ofprocessing the Document. If Royal Bank makes funds
available relying on the specified account or transit
number, Royal Bank will have satisfied its obligations toprocess the Document even if the account or transit number
identifies a Person different from the intended beneficiaryor beneficiary named in the Document. Royal Bank is underno duty to detect any such inconsistency, and Royal Bank
will not be responsible for any Losses resulting from any
such inconsistency.
4.15 Format. Digital images or electronic representationsof Instruments (including copies of same) may be madeor captured and used as if it were the original paper
Instrument, including in the exchange and clearing of
payments in Canada and other jurisdictions. Original
paper Instruments may be destroyed and not returned to
the Customer. Royal Bank is entitled to act on any such
image or representation for all purposes as if it were an
original paper Instrument. Royal Bank and other financial
institutions may reject any Instrument that does not comply
with their respective policies, procedures, or guidelines or
Applicable Laws. If Instruments are printed by a vendor
that is not approved by Royal Bank, or security features areused or an Instrument is made out in a manner that causes
critical data to disappear or be obscured on imaging or
truncation (being the act of taking an electronic image of an
Instrument and destroying the original paper Instrument),
then the Customer is responsible for any associated
Losses. Copies of images of Instruments (including
digital or electronic representations) may be provided
to the Customer before they are posted to an Accountor Royal Bank has determined whether the Instrument
will be honoured or accepted. Such copies of images ofInstruments are made available by Royal Bank as a Service
to the Customer, and the provision of copies of images ofInstruments does not mean that a transaction has beenprocessed or in any way obliges Royal Bank to honour or
accept the Instruments. Royal Bank will not be required toensure that copies of images of Instruments can be madeavailable to the Customer or any other Person for longer
than seven (7) years following the date of the statement of
Account on which the Instrument appears.

4.16 Other Financial Institutions and Beneficiaries. The
beneficiary of an Instrument may not receive the funds
on the date the funds are debited from the applicable
Account, or otherwise on the date the Customer instructs.
Except as otherwise expressly agreed by Royal Bank in thisAgreement with respect to Royal Bank’s Representatives,
Royal Bank is not responsible for the actions or omissionsof any other Person, including beneficiaries or otherfinancial institutions sending, receiving, or processing
Instruments or other Documents in connection with theServices, or for any Losses arising out of, or incidental
to, any of the foregoing. The Customer is responsible for
notifying applicable Persons when a Document is sent,
and of the delivery methods used to send the Document.
The Customer is responsible for confirming each Document
is accessed, sent, received, accepted, and processed asintended. Other Persons may set limits, requirements, andrestrictions on the sending, receiving, or processing of theDocument, including on the amount, currency, or legitimacyof the Document, and the Customer is responsible foradherence to such limits, requirements, and restrictions.

5.

Other Products or Services
5.1 OPS. This Agreement is in addition to any agreement orother Document governing OPS. Where the Services include
access to and use of OPS, including other bank accounts,
investments, or loans, the Customer will comply with theterms and conditions of this Agreement and such other
Document in connection with the access to and use of theOPS. If the Customer accesses or uses any OPS provided to,or owned by, any other Person, the Customer confirms that:(i) it has obtained any necessary consents and approvalsof the other Person; (ii) it has the requisite power andauthority for access to and use of the other Person’s OPS;and (iii) its access and use of the other Person’s OPS ispermitted by, and in accordance with, Applicable Laws.
5.2 Authorization. Royal Bank is authorized and directed to
do all things necessary to provide the Customer with accessto and use of the OPS, including for Royal Bank to retrieve,
consolidate, organize, and present information and other
Documents to and from the Person providing the OPS.
This may include Royal Bank using the Security Devices
provided to it for the access to, and use of, the OPS. The
Customer confirms that it has the right to give Royal Bank
this authorization and direction.
5.3 Non-Reliance. The Customer will access and use the
OPS directly from the Person providing them on a regularbasis, using the Person’s website or otherwise, to review
and verify the accuracy of all Documents relating to theOPS.
5.4 Liability. Royal Bank is not responsible for the accessto or use of any OPS, including any Losses caused by any
action or omission of the Person providing the OPS. RoyalBank is not responsible for the timeliness, completeness or
accuracy of any information or other Documents provided
to or from the Person providing the OPS. Royal Bank does

10 RBC Royal Banknot make any representations or warranties with respect
to the quality of OPS provided by any other Person, or
the other Person’s reputation, credit rating, solvency, or
privacy or security standards. The Customer will indemnify
and hold harmless Royal Bank for any Losses resulting fromits access to or use of the OPS, including any OPS provided
to, or owned by, any other Person.
5.5 Change or Termination. Royal Bank may, at any time,
without notice, change or terminate the available access toor use of any OPS.

6.

Security and Electronic Banking
6.1 Security. The Customer will at all times have inplace prudent measures to ensure the security andconfidentiality of the Services, Confidential Information,
Electronic Channels, and Documents, including measures
to detect and prevent Disabling Codes. The Customer will
immediately notify Royal Bank in writing upon discovery of
any security incident, including actual or suspected loss
or unauthorized disclosure of Royal Bank’s Confidential
Information.
6.2 Royal Bank’s Procedures, etc. The Customer willcomply with all security procedures, standards, and otherrequirements prescribed by Royal Bank and will notify RoyalBank immediately of any failure or inability to do so. The
Customer will take any other steps reasonably necessary,
including the maintenance of encryption standards, toprotect against and prevent any threats, hazards, andunauthorized access to or use of the Services, Confidential
Information, Electronic Channels, and Documents.
6.3 Security Devices. The Customer is responsible formaintaining the security and confidentiality of all Security
Devices and Royal Bank’s Confidential Information which
may be used in connection with the Services. The Customer
is responsible for ensuring that Security Devices will only
be provided to and used by Persons properly authorized
on its behalf for such purpose in connection with theServices. The Customer will be bound by any use, including
any actions or omissions resulting from the use, of any
Security Device in connection with the Services, including
any Document accessed, sent, received, accepted, orprocessed using an Electronic Channel. The Customer
recognizes that possession of a Security Device by a Person
may result in the Person having access to, and being able
to use, the Services and Confidential Information. The
use of a Security Device in connection with any Service orDocument is deemed to be conclusive proof that such use
and Document is authorized by, and enforceable against,
the Customer.
6.4 Security Audits and Testing. Royal Bank and its
Representatives may conduct periodic audits and testsof any Services and Electronic Channels used by Royal
Bank, the Customer, and otherwise in connection with any
Services, including to investigate any technical difficulties,
security incidents, or deficiencies, or any actual or potential
breach of security. Any Services or Electronic Channels may

Master Client Agreement 11

be temporarily unavailable during such audits and tests.
The Customer will cooperate in connection with such audits
and tests.
6.5 Customer’s Responsibility: Internal Procedures reInstruments and Accounts. The Customer will at all times
have in place commercially reasonable procedures
designed to prevent and detect losses due to forged or
unauthorized signatures, fraud or theft in relation to
Accounts, Services, Instruments or other Documents.
6.6 Web Links. Where there are links from Royal Bank’s
websites to any other Person’s website, Royal Bank does
not make any representations about, does not endorse,
and is not responsible for any Losses relating to, theother Person or the other Person’s website, website
content, products, services, privacy policies, procedures,
guidelines, or practices.
6.7 Binding Effect. If Royal Bank receives any Document fromor in the name of, or purporting to be from or in the nameof, the Customer or any Person on the Customer’s behalf,then the Document will be considered duly authorized by,binding on, and enforceable against, the Customer. RoyalBank is authorized to rely and act on the Document even
if it differs in any way from any previous Document sent
to Royal Bank. Royal Bank is also authorized to rely andact on any signature appearing on a Document that is, or
purports to be, a signature of the Customer or any Personon the Customer’s behalf, including any signature affixedby mechanical, electronic, or other non-manual means, as
being valid, authorized by, and binding on, the Customer.
6.8 Communication Methods. Mail, courier, unencrypted
Documents, or unencrypted Electronic Channels, including
facsimile or email, may be used in connection with theServices, including for the delivery of Service Materials
and Documents, including Instruments and information
relating to Instruments to and from the beneficiary of theInstrument, intermediaries, the beneficiary’s financial
institution, or any other Person designated by the
Customer or a beneficiary, as applicable. This information
may include the Customer’s Confidential Information,
personal information, and other information relating toInstruments, including payor and payee names, payment
amounts, account numbers, and details for the dispositionof payments, and related goods or services. The Customer
is responsible for advising all applicable Persons of thedelivery methods which may be used in connection with
the Services. The Customer assumes full responsibility
for the risks associated with the communication methods
used in connection with the Services, including the risks
that the use of mail, courier, unencrypted Documents, or
unencrypted Electronic Channels is not secure, reliable,
private, or confidential, and any Security Device orDocument accessed, sent, received, accepted, or processedusing any of these communication methods is subject tointerception, loss, or alteration, and may not be received by
the intended recipient in a timely manner or at all.

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6.9 Electronic Communication. All communication between
any of Royal Bank, the Customer, and any other Person
in connection with the Services, whether through an
Electronic Channel or otherwise, will take place inaccordance with this Agreement. A Document, including
any Instrument, which is accessed, sent, received,
accepted, or processed through an Electronic Channel
shall have the same legal effect as if in written paper form
signed by the Customer, and will constitute a “writing” forthe purposes of Applicable Laws. The Customer waives any
right to raise a defence or waiver of liability on the basisthat a Document was accessed, sent, received, accepted,
or processed through an Electronic Channel, including on
the basis that it was not “in writing” or was not signed ordelivered. All Documents provided by an Electronic Channelmust be in a format which can be retained by Royal Bank.
The Customer will keep the originals of all Documents
transmitted to Royal Bank by facsimile or using any other
Electronic Channel, and will produce them to Royal Bank
on request.

consents, and approvals required under Applicable Laws,
its constating documents, and any by-laws, resolutions,or other applicable obligations, including to enter intoand perform its obligations under this Agreement, eachof its Documents, and in connection with each use of theServices; (v) the entering into and performance of thisAgreement, each of its Documents, and each use of theServices are within its powers, have been duly authorizedby all necessary actions, and do not and will not conflictwith any Applicable Laws, its constating documents, orany by-laws, resolutions, or other applicable obligations;(vi) the Customer and each Person using a Service on the
Customer’s behalf, including each Person specified in an
Authorization Form and the Person’s delegates, possess thenecessary signing authority and other power and authority
to bind the Customer or other Person if the Services arebeing used by, for, or on behalf of the other Person inaccordance with Section 1.4; (vii) the Customer is a sole
proprietor, corporation, partnership, association, society,lodge, municipality, or other legal entity duly organized,
validly existing, duly qualified, and in good standing
under Applicable Laws, including in the jurisdiction of its
organization and in each jurisdiction where the Customer
carries on business; (viii) any business name or tradename identified in this Agreement is solely owned by the
Customer, and the Customer has all necessary rights,
powers, and authorities for any use of a business nameor trade name in connection with the Services; and (ix) all
information in this Agreement and any other Document
provided to Royal Bank from time to time in connection
with this Agreement or the Services is and will continue
to be true, complete, and accurate in all respects, and theCustomer will provide Royal Bank with at least thirty (30)days prior written notice of any change to such information,
including notice of any change to any Authorization Form,the business or services provided by the Customer, or any
breach of the Customer’s representations, warranties,
covenants, agreements, or other terms of this Agreement.

6.10 Electronic Imaging. Royal Bank may convert paper
records of this Agreement and all other Documents
delivered to Royal Bank into electronic images, as partof Royal Bank’s normal business practices. Each suchelectronic image shall be considered an authoritative copyof the paper Document, and shall be legally binding on
the parties and admissible in any legal, administrative, orother proceeding as conclusive evidence of the contents ofsuch Document in the same manner as the original paper
Document.
6.11 Electronic Evidence. Electronic records, information,or other Documents maintained by Royal Bank in electronic
form will be admissible in any legal, administrative, orother proceedings as conclusive evidence of the contentsof those records, information, or other Documents in thesame manner as an original paper Document. The Customer
waives any right to object to the introduction of any suchrecords, information, or other Documents into evidence onthat basis.

7.2 No Representations, Warranties, or Conditions by Royal
Bank. Except as expressly provided in this Agreement,
Royal Bank disclaims all representations, warranties,
and conditions of any kind, including any oral, implied,statutory, or other representations, warranties andconditions, and including warranties relating to quality,
performance, infringement, merchantability, and fitness
for a particular use or purpose. Royal Bank does notwarrant that any Service will operate error free or without
Disabling Codes or interruption.

7.	Additional Representations, Warranties,
and Covenants
7.1 Ongoing Representations, etc. Each time a Service
is used, the Customer implicitly represents, warrants,
covenants, and agrees that: (i) this Agreement is andremains in full force and effect as a binding and enforceableagreement between Royal Bank and the Customer; (ii) the
Customer, each of its Documents, and each use of theServices complies with this Agreement, Applicable Laws,
its constating documents, and any by-laws, resolutions,or other applicable obligations; (iii) the Customer, each of
its Documents, and each use of the Services complies with
Royal Bank’s policies, procedures, and guidelines which
may be more rigorous than Applicable Laws, to the extent
the Customer has notice of such policies, procedures,and guidelines; (iv) it has all licences, authorizations,

8.

Anti-Money Laundering and Anti-Terrorist Financing
8.1 General. Each time a Service is used, the Customer
implicitly represents and warrants to, and covenants with,
Royal Bank that: (i) it is not, and the Services will not be
used, directly or indirectly, by, for, or on behalf of, a Money
Services Business or Restricted Business; (ii) it does not
and will not conduct business in, or with individuals or

14 RBC Royal Bank

entities located in, countries in contravention of Applicable
Laws; (iii) to the best of its knowledge, no Regulatory
Authority or other Person has ever conducted any typeof investigation related to any activity in contraventionof Applicable Laws relating to anti-money laundering or
anti-terrorist financing with regard to accounts or financialtransactions of the Customer, or any accounts or financialtransactions under the control of the Customer.
8.2 Non-Public Bodies or Entities. If the Customer is not a
Public Body or a Publicly Traded Entity, each time a Service
is used the Customer implicitly represents and warrants
to, and covenants and agrees with, Royal Bank that: (i)to the best of its knowledge, no Regulatory Authority orother Person has ever conducted any type of investigation
related to any activity in contravention of Applicable Laws
relating to anti-money laundering or anti-terrorist financing
with regard to accounts or financial transactions of, or
controlled by, any Person related to or affiliated with theCustomer, or any director or officer of the Customer or any
Person related to or affiliated with the Customer; (ii) noneof the Customer, any Person related to or affiliated with
the Customer, or any director or officer of the Customer
or a Person related to or affiliated with the Customer, hasbeen accused or convicted of an offence related to money
laundering or terrorist financing; (iii) none of the assets of
the Customer, any Person related to or affiliated with theCustomer, or, to the best of its knowledge, of any director
or officer of the Customer or any Person related to oraffiliated with the Customer, have been frozen or subject toseizure due to an allegation of money laundering, terrorist
financing, or other illegal activity involving accounts orfinancial transactions; and (iv) the composition of its
ownership and control structure is not in contravention ofApplicable Laws, specifically with respect to shareholders
connected to jurisdictions affected by Applicable Laws.
The foregoing does not apply with respect to routine
and regular examinations of a Person by a Regulatory
Authority in the normal and ordinary course of business,
provided the Regulatory Authority has determined that
the Customer, each Person related to or affiliated with theCustomer, and each director or officer of the Customer andeach Person related to or affiliated with the Customer, isin full compliance with Applicable Laws relating to antimoney laundering, anti-terrorist financing, and otherillegal activity.

9.

Intellectual Property
9.1 Ownership. Royal Bank (or, if obtained under a leaseor licence, the lessor or licensor) will retain all ownershiprights in the Services, Service Materials and Royal Bank’s
Confidential Information, including any trademark,copyright, and other intellectual property rights.
9.2 Licence. The Customer is granted a non-exclusive, nontransferable, revocable, royalty-free, and limited license to
use the Service Materials solely for the purpose for which
they are provided in connection with the Services, andMaster Client Agreement 15

not for any other purpose. The Customer is not entitled totransfer or assign its licence to use the Service Materials.
Unless otherwise agreed in writing by Royal Bank, theCustomer is not entitled to copy the Service Materials, or
any portion thereof, except for its own non-commercial
use in accordance with this Agreement and Royal Bank’s
instructions. The Customer will not disassemble, reverse
engineer, or otherwise attempt to discover the source codeof any software included within any Service Materials. The
Customer’s licence to use the Service Materials will end
immediately on termination of the licence or the Service
to which the licence relates. Immediately after the licenceends, the Customer will return the Service Materials to
Royal Bank together with any copies.
9.3 Intellectual Property. Royal Bank is the owner of all
intellectual property rights subsisting on each website
owned or operated by or on behalf of Royal Bank. Unlessotherwise indicated, trademarks, logos, and all works,
including texts, images, illustrations, software, HTMLcodes, audio clips, and videos, appearing on each website
or otherwise in connection with any Services are RoyalBank’s property. The trademarks, logos, and works may
not be reproduced, republished, downloaded, posted,transmitted, distributed, or modified, in whole or in part, inany form whatsoever, except for the Customer’s own noncommercial use, including viewing, printing, or archiving ofelectronic copies of the Customer’s activities, in accordancewith the terms of this Agreement and Royal Bank’s
instructions or as may be otherwise agreed in writing by
Royal Bank. Nothing in this Agreement is to be interpreted
as conferring a right to use Royal Bank trademarks, logos,
or works in any other way.
9.4 Publicity. The Customer may not use Royal Bank’s nameor any of Royal Bank’s trademarks or other intellectual
property in any advertisement, brochure, public message,other marketing efforts or otherwise without Royal Bank’s
prior written consent.

10.	Collection, Use, and Disclosure of Information
For purposes of this Section 10, the following definedterms will be used: (i) “Customer” means the Customer,
its Representatives, and its owners; and (ii) “Customer’s
affiliates” means any Customer subsidiary or holding
company and any Person in which any owner, partner,
or holding company of the Customer has an equity orownership interest.
10.1 Collecting Information. Royal Bank may collect andconfirm financial and other information about the Customer
during the course of its relationship with the Customer,
including information: (i) establishing the Customer’s
existence, identity (for example, name, address, phone
number, date of birth, etc.), and background; (ii) related
to transactions arising from the Customer’s relationshipwith and through Royal Bank, and from other financial
institutions; (iii) provided on any application for theServices or OPS; (iv) for the provision of the Services or OPS;

16 RBC Royal Bankand (v) about the Customer’s financial behaviour, including
payment history and credit worthiness. Royal Bank may
obtain this information from any source necessary for theprovision of the Services or OPS, including from: (i) the
Customer; (ii) service arrangements made with or throughRoyal Bank; (iii) credit reporting agencies; (iv) otherfinancial institutions; (v) registries; and (vi) references
provided to Royal Bank. The Customer acknowledges
receipt of notice that from time to time reports about theCustomer may be obtained by Royal Bank from credit
reporting agencies.
10.2 Using Information. All information collected by,
and provided to, Royal Bank may be used and disclosed
for the following purposes: (i) to verify the Customer’s
identity and investigate its background; (ii) to open andoperate Accounts or provide other Services or OPS; (iii)
to understand the Customer’s financial situation; (iv) todetermine, and make decisions about, the eligibility of
the Customer or the Customer’s affiliates for the Services
or OPS; (v) to help Royal Bank better understand thecurrent and future needs of Royal Bank’s clients; (vi) to
communicate to the Customer any benefit, feature, or otherinformation about the Services or OPS; (vii) to help RoyalBank better manage its business and its relationship with
the Customer; (viii) to maintain the accuracy and integrityof information held by a credit reporting agency; and (ix)as required or permitted by Applicable Laws. For these
purposes, Royal Bank may: (x) share the information withother Persons, including Royal Bank Representatives,
Regulatory Authorities, and Persons the Customer
requests; (xi) share the information with other financial
institutions, and Persons with whom the Customer has
financial or other business dealings, and (xii) give credit,
financial, and other related information to credit reporting
agencies, who may share it with other Persons. In the event
information is used or shared in a jurisdiction outside of
Canada, the information will be subject to, and may bedisclosed in accordance with, the laws of such jurisdiction.
Royal Bank may also use the information and share it with
its affiliates to: (xiii) manage its risks and operations andthose of its affiliates; (xiv) comply with valid requests for
information from Regulatory Authorities or other Persons
who have a right to issue such requests; and (xv) let its
affiliates know the Customer’s choices under Section 10.3
for the sole purpose of honouring the Customer’s choices.
If Royal Bank has the Customer’s social insurance number,it may be used for tax related purposes and shared withappropriate government agencies, and may also be sharedwith credit reporting agencies for identification purposes.
10.3 Other Uses. All information collected by, andprovided to, Royal Bank may also be used and disclosed
for the following purposes: (i) promoting the Services or
OPS that may be of interest; (ii) where not prohibited by
Applicable Laws, referring the Customer to Royal Bank’s
affiliates and for Royal Bank’s affiliates to promote OPS
that may be of interest; and (iii) if the Customer deals withMaster Client Agreement 17

Royal Bank’s affiliates, Royal Bank and its affiliates may,where not prohibited by Applicable Laws, consolidate allof the information Royal Bank has with information any of
its affiliates has about the Customer, in order to manage
the business of, and relationships with, Royal Bank andits affiliates. Customer acknowledges that as a result ofsuch sharing, Royal Bank and its affiliates may advise eachother of the Services or OPS provided. For the purposes
described in subsections (i) and (ii), Royal Bank or its
affiliates may communicate with the Customer throughvarious channels, including mail, telephone, computer,or any other Electronic Channel, using the most recent
contact information provided. The Customer may choose
not to have the information shared or used for any of these“Other Uses” by contacting Royal Bank as set out in Section
10.5, and the Customer will not be refused credit or otherservices just for this reason.
10.4 Online Activity. Online activity information may also
be collected in public and secure websites owned or
operated by or on behalf of Royal Bank or its affiliates, orin any of their advertisements hosted on another Person’s
websites, using cookies and other tracking technology, andused with other information about the Customer to assess
the effectiveness of online promotions, to gather data
about website functionality, to understand its interests
and needs, to provide a customized online experience, andto communicate to the Customer information about theServices or OPS. The Customer may choose not to have thisinformation collected or used for the online personalization
purposes described in this Section by contacting RoyalBank as set out in Section 10.5.
10.5 Contact Royal Bank. The Customer may obtain
access to its personal information with Royal Bank at any
time, including to review its content and accuracy andhave it amended as appropriate, except to the extent thisaccess may be restricted as permitted or required under
Applicable Laws. To request access to personal information
or request the Customer’s information not to be used as
set out in Sections 10.3 or 10.4, the Customer may contact
the Customer’s main branch or call Royal Bank toll free at
1-800 ROYAL® 1-1 (1-800-769-2511). More information
about Royal Bank’s privacy policies may be obtained byasking for a copy of the “Financial fraud prevention andprivacy protection” brochure, calling the toll free number
shown above, or visiting the web site www.rbc.com/
privacysecurity.
10.6 Personal Information. The parties will treat all
personal information in accordance with Applicable
Laws. From time to time, Royal Bank may request theCustomer to take steps, including the entering into of
additional Documents, to ensure the protection of personal
information and compliance with all Applicable Laws. The
Customer will promptly comply with these requests.
10.7 Other Persons. Royal Bank is not responsible for
any Loss that occurs as a result of any use, including any

18 RBC Royal Bank

unauthorized use, of information by any Person, other thanRoyal Bank and its Representatives to the extent agreed by
Royal Bank in this Agreement.
10.8 Consents, etc. The Customer confirms that any
necessary consent, approval, or authorization of any
Person has been obtained for the purposes of collecting,using, and disclosing their information in accordance withthis Agreement and Applicable Laws.
10.9 Additional Consent. The Customer’s consents andagreements in this Agreement are in addition to any otherconsent, authorization, or preference of the Customer
regarding the collection, use, disclosure, and retention of
information.
10.10 Royal Bank Information. The Customer will use
the Services, Service Materials, and other Confidential
Information of Royal Bank only for the purposes they areprovided by Royal Bank, and will ensure that Royal Bank’s
Confidential Information is not disclosed to any Person
except: (i) the Customer’s Representatives who need toknow such Confidential Information in connection with
the Services, provided that such Representatives are
informed of the confidential nature of such Confidential
Information and agree to treat same in accordance withterms substantially the same as in this Agreement; (ii) tothe extent legally required, provided that, if not legallyprohibited, the Customer will notify Royal Bank in writing
prior to any such disclosure; (iii) in accordance with thisAgreement; or (iv) as otherwise agreed in writing by RoyalBank.
10.11 Remedies. In the event of a breach or anticipatedbreach by a party or its Representatives of the confidentiality
obligations under this Agreement, irreparable damages
may occur to the other party and the amount of potential
damages may be impossible to ascertain. Therefore, aparty may, in addition to pursuing any remedies provided
by Applicable Laws, seek to obtain equitable relief,
including an injunction or an order of specific performanceof the other party’s confidentiality obligations under thisAgreement.

11. Joint Banking
11.1 Banking. Each Person provided Joint Banking may
exercise and delegate all rights, powers and authorities,
incur liabilities and obligations, and otherwise conduct
and transact any business whatsoever on behalf of eachother Person.
11.2 Individuals. Joint Banking held by Persons that are
individuals are held by the Persons as joint tenants withthe right of survivorship (except in the Province of Quebec).
11.3 Documents, etc. All Documents by, for, or on behalfof any one or more of the Persons in connection with Joint
Banking, will be valid and binding on each of the Persons
jointly and severally (in Quebec, solidarily), and Royal Bankis hereby authorized to act on them and give effect to each

Master Client Agreement 19of them. The endorsement or signature by or on behalf of
any Person provided Joint Banking by any means on any
Document deposited with or drawn on Royal Bank will bebinding on each of the other Persons to the same extent
and with the same effect as if the Document had been
manually endorsed or signed by each of the other Persons.
If the withdrawal or order for the transfer of funds or theuse of a Security Device by any Person results in borrowing
money from Royal Bank, all such transactions are expressly
approved by the other Persons. Royal Bank may stop
payment on any Instrument when any one of the Persons
issues a stop payment order.
11.4 Addition. If a Person is to be added to any Joint
Banking, Royal Bank must be provided at least thirty (30)days’ prior written notice. The addition will be effectivefrom the date the notice has been acknowledged in writingby each branch or agency of Royal Bank where all of the
Joint Banking is located. Royal Bank has the discretion toaccept, reject, or terminate the addition of a Person to any
Joint Banking at any time. If a new Person is provided any
Joint Banking, including by virtue of its legal relationshipto any other Person, this Agreement will be binding on thatnew participant as if it is a direct signatory hereto, andeach Person will immediately: (i) provide to Royal Bankany and all information, evidence, or other Documents
which Royal Bank requests in connection with any Service,including to verify compliance with this Agreement; and (ii)execute any Document and do or cause to be done all acts
reasonably necessary to implement and carry into effectthis Agreement to its full extent.
11.5 Removal. If a Person is to be removed from any Joint
Banking, Royal Bank must be provided at least thirty (30)days’ prior written notice. Removal will be effective only
from and after the date the notice has been acknowledged
in writing by each branch or agency of Royal Bank where allof the Joint Banking is located. At Royal Bank’s sole option,
this Agreement or any Joint Banking may be terminated on
removal of any Person.
11.6 Account Closure. Royal Bank may close any joint
Account on the instructions of any Person being provided
the Account. Royal Bank will pay the instructing Person any
funds on deposit in the closed Account.
11.7 Joint and Several Liability. Each Person provided Joint
Banking is jointly and severally (solidarily in Quebec) liable
to Royal Bank for all debts, liabilities and other obligations
relating to the Joint Banking, including the repaymentof any loan or overdraft and interest, fees and charges,
regardless of which Person created the obligation.
11.8 Disclosure of Information. Each Person provided Joint
Banking, including any added Person, may have access toall information relating to each other Person and the Joint
Banking, including all Accounts, Services and credit details
and history. Each Person consents to this disclosure of its
information.

20 RBC Royal Bank

11.9 Notices (Joint Banking). The delivery, in accordancewith this Agreement, of any Document relating to Joint
Banking to any one Person being provided the Joint
Banking, will be considered delivery to all of the Persons
being provided the Joint Banking. The receiving Person is
responsible for informing all of the other Persons of any
Document delivered by Royal Bank.
11.10 Confirmation. The Customer confirms it is bound bythese terms in connection with any Joint Banking provided
to the Customer, and its acceptance of this Agreement(either by signature or by use of any Joint Banking): (i)confirms the obligations, responsibilities, representations
and warranties of the Customer and each other Person
provided the Joint Banking; and (ii) constitutes obligations,
responsibilities, and representations and warranties of allof the Persons provided the Joint Banking, including theCustomer, on a joint and several basis.

12. Partnerships
12.1 Joint and Several Liability – General Partnership orLimited Liability Partnership. If the Customer is a generalpartnership or a limited liability partnership or equivalent,
every obligation of the Customer to Royal Bank under
this Agreement or otherwise will also be the separate
and individual obligation of each of the partners of the
Customer who will be jointly and severally (solidarily inQuebec) bound to Royal Bank for the performance of
those obligations whether or not such obligations arecontracted for the service or operation of an enterprise of
the Customer.
12.2 Joint and Several Liability – Limited Partnership. If
the Customer is a limited partnership, every obligationof the Customer to Royal Bank under this Agreement
or otherwise will also be the separate and individual
obligation of each general partner of the Customer who
will be jointly and severally (solidarily in Quebec) bound to
Royal Bank for the performance of those obligations.
12.3 Dissolution. If the Customer is dissolved for any
reason and if any of the power or authority set out in thisAgreement continues to be exercised, then all actions
taken after such dissolution by any partner of the Customer
before such dissolution will be binding on the Customer
and each partner (in the case of a general partnership or
limited liability partnership) or general partner (in the caseof a limited partnership) of the Customer and its heirs,
executors, administrators, successors, or assigns, until
notice of the dissolution is received and duly acknowledged
in writing by each branch or agency of Royal Bank where
the Customer has an Account, as if the dissolution had notoccurred.
12.4 Termination. Any of the Customer, a partner (in thecase of a general partnership or a limited liability
partnership), a general partner (in the case of a limited
partnership), or its heirs, executors, administrators,
successors or assigns may terminate this Agreement inaccordance with Section 15.

Master Client Agreement 21

12.5 Changes in Partnership. This Agreement will not be
revoked by a change in the constitution of the partnership,
limited liability partnership, or limited partnership, as thecase may be, and will be binding on any Person which may
be formed from time to time as a successor to the Customer
and on each partner or general partner of the Customer
who may be a partner or general partner, shareholder, or
member in any such new Person, to the same extent andwith the same effects as if each such new Person and every
partner, general partner, shareholder, or member had
signed this Agreement.
12.6 New Partner – General Partnership or Limited
Liability Partnership. If the Customer is a generalpartnership or a limited liability partnership and any new
partner is admitted to the Customer, then this Agreement
will be binding on that new partner and on the Customer as
if the new partner had signed this Agreement.
12.7 New Partner – Limited Partnership. If the Customer
is a limited partnership and any new general partner isadmitted to the Customer, then this Agreement will bebinding on that new general partner and on the Customer
as if the new general partner had signed this Agreement.

13. Liability and Disputes
13.1 Disclaimer of Liability. Royal Bank is not responsible
for any Losses, except to the extent caused directly by
Royal Bank’s negligence or wilful misconduct and subject
to other limitations under this Agreement.
13.2 Additional Limitations. Even where Royal Bank is
negligent, and regardless of the cause of action, RoyalBank is not responsible for any Losses that are indirect,
consequential, special, aggravated, punitive, or exemplary
damages, including lost profits. Even where Royal Bankis negligent, and regardless of the cause of action, RoyalBank is also not responsible for any Losses resulting fromany of the following:(i) the actions of, or failure to act by, any other Person
except for Royal Bank’s Representatives who are acting inaccordance with Royal Bank’s specific instructions;(ii) mistakes or errors in, omissions from, inaccuracy orinadequacy of, or delays with, any Document provided toRoyal Bank or its Representatives;(iii) the Customer, including any of its Representatives:(A) failing to comply with this Agreement or any other
Document applicable to the Services; (B) engaging,either alone or with others, in any fraudulent, unlawful,
dishonest, or other improper acts or omissions; (C)carrying out a transaction, including if the transactionis the result of any mistake or errors in, omissions from,inaccuracy, or other inadequacy of, or delays with any
Document provided to Royal Bank or its Representatives;(D) disclosing or sharing, or agreeing to the disclosure or
sharing of, a Security Device with any Person; (E) making,consenting, authorizing, or contributing to, or otherwise

22 RBC Royal Bank

being responsible for, or benefiting from a transaction;(F) failing to take measures to protect against and preventthe Losses, including by using an Electronic Channel thatit knows or reasonably ought to know contains softwarethat has the ability to reveal to an unauthorized Person, or
to otherwise compromise, any Security Device; (G) leaving
Royal Bank’s website and linking to and from any other
Person’s website; or (H) failing to adequately cooperatewith Royal Bank in a related investigation; in each case, as
determined by Royal Bank, acting reasonably;(iv) anything beyond Royal Bank’s control, including Losses
resulting from: (A) Force Majeure, (B) any delay, error,
interruption, or failure by Royal Bank to perform or fulfill its
obligations due to any cause beyond Royal Bank’s control,
including any systems malfunction, technical failures,
or if a Document retrieved by Royal Bank is not timely,
complete, or accurate; or (C) any communication facilities
or Electronic Channels that are not under Royal Bank’s
control, including communication facilities that may affectthe timeliness, completeness, or accuracy of a Document
or that may cause a delay in the retrieval or presentmentof any Document;(v) any missing, incomplete, or fraudulent endorsement of
any Instrument;(vi) Royal Bank relying or acting on any Document,
including a Document accessed, sent, received, accepted,
or processed through an Electronic Channel, pursuant tothis Agreement; or(vii) the transmission of any Disabling Code or otherdestructive or contaminating properties through an
Electronic Channel, or any related damage to any computer
systems.
13.3 Waiver and Release. Royal Bank makes available
certain Services, including Account Images, Disbursement
Auditor / RBC Express Positive Pay, and Payee Match, andService features, including dual administration for RBC
Express, which are intended to detect and deter forged,
fraudulent, or unauthorized Instruments. If the Customer
does not implement any of these Services or Service
features, the Customer is precluded from making any claim
against Royal Bank for a forged, fraudulent, or unauthorized
Instrument that such Service or Service feature is intended
to deter or detect, and Royal Bank will not be responsible
for the Instrument or any related Losses.
13.4 Third Party Disputes. Except as otherwise provided
in this Agreement, Royal Bank is not responsible for any
Dispute the Customer may have with any other Person,
including its clients, payees, or creditors or any Beneficiary,
as a result of this Agreement or any Service. The Customer
assumes full responsibility for resolving any such Dispute
directly with the Person in a manner that does not adversely
affect Royal Bank. Royal Bank is not responsible if the
Person: (i) does not credit the Customer for an Instrument
for whatever reason; (ii) charges the Customer fees or

Master Client Agreement 23

penalties related to an Instrument; or (iii) does not supply
the goods or services purchased or if the goods or services
supplied are not suitable.
13.5 Indemnity. Except to the extent caused directly
by Royal Bank’s negligence or wilful misconduct, theCustomer indemnifies and holds harmless Royal Bank fromand against any Losses in connection with this Agreement,
the Services, or any other dealings between Royal Bankand the Customer.
13.6 Force Majeure. Each party will notify the other, assoon as possible, of an actual or anticipated Force Majeurewhich may affect any Service, and a summary of the action
to be taken by it as a result.
13.7 Notice of Claim. The Customer will, if not legallyprohibited, immediately notify Royal Bank, verbally and inwriting, of any Loss or Dispute which it becomes aware of inconnection with this Agreement or any Service.

14. Changes
14.1 New Services. When a new service is offered by Royal
Bank, the service is deemed to be a “Service” under thisAgreement, and subject to the terms and conditions of thisAgreement, immediately when the Customer is enrolled in,authorized for, or uses the service, without any other action
required by the Customer, Royal Bank, or any other Person.
14.2 Changes to Services. Royal Bank may add, remove, orchange any part or feature of the Services without providing
notice to the Customer.
14.3 Changes to Agreement. Royal Bank may at any timeamend, supplement, restate, or otherwise change thisAgreement by giving the Customer notice of the change
through announcements in Royal Bank’s website for theServices or otherwise by giving the Customer notice inaccordance with Section 16.1. If the affected Services areused after the date of the notice of change or effective dateof the change, whichever is later, the Customer is deemed
to have agreed and consented to the change. If any change
is not acceptable to the Customer, the Customer must
immediately stop use of the affected Services and contact
Royal Bank for assistance. The Customer agrees to bebound by the latest version of the Schedules and Service
Materials from time to time made available on Royal Bank’s
website for the Services, or otherwise provided to theCustomer. The Customer agrees to regularly review theseand any notice of change outlined above.

15. Termination
15.1 Termination of Service. Royal Bank or the Customer
may terminate any Service at any time by giving the otherwritten notice at least thirty (30) days prior to the effective
date of termination, or as otherwise mutually agreed inwriting by the parties.
15.2 Termination of Agreement. Royal Bank or the
Customer may terminate this Agreement at any time by24 RBC Royal Bank

giving the other written notice at least sixty (60) days
prior to the effective date of termination, or as otherwise
mutually agreed in writing by the parties. For greatercertainty, termination of this Agreement will result intermination of all of the Services at the same time.
15.3 Immediate Termination. Royal Bank may immediately
suspend or terminate any Service or this Agreement,
in whole or in part, without prior notice, if: (i) requiredby Applicable Laws or a Regulatory Authority; (ii) there
is, has been, or Royal Bank has reasonable grounds toanticipate, a security breach or breach of Applicable Laws
in connection with the Services; (iii) there is, has been, orRoyal Bank has reasonable grounds to anticipate, a breachof this Agreement or any other Document applicable to theServices which is, in Royal Bank’s discretion, incapableof being cured to Royal Bank’s satisfaction, or, if curable,
is not cured to Royal Bank’s satisfaction within thirty (30)days of notice of such breach having been provided by
Royal Bank to the Customer; (iv) an event of Force Majeurecontinues for a period of thirty (30) consecutive days;(v) any proceedings are commenced, an order is madeby a court of competent jurisdiction, or resolution of thedirectors or shareholders of the Customer is passed for the
dissolution, winding-up, or liquidation of the Customer;or (vi) Royal Bank determines, in its discretion, there has
been a material adverse change in the financial conditionof, including an Act of Insolvency by, the Customer or any
other Person which could affect the Services.
15.4 Suspension or Termination of Services. Suspension
or termination of any Service under this Agreement will
not terminate, negate, or lessen any of the Customer’s
responsibilities or obligations under this Agreement, andsuspension or termination of any Service will not impair
any of Royal Bank’s rights under this Agreement.
15.5 Survival. Termination of any Service or this Agreement
will not affect the rights and remedies of each party accrued
to the date of termination, nor will it affect any provisionof this Agreement which, by its nature, should apply aftertermination.

16. Miscellaneous
16.1 Delivery of Documents, etc. Any Document, including
any disclosure or notice of change to this Agreement, may
be delivered using one or more means of communication,
which may include: (i) delivery in paper form; or (ii) delivery
in electronic form using any Electronic Channel, including
posting on Royal Bank’s website. Any Document in paperor electronic form will be deemed to have been given andreceived on the day of delivery or posting, if delivered orposted before 4:00 p.m. (Toronto time) on a day RoyalBank is open for business to the public in Toronto, Ontario.
Otherwise, any such Document will be deemed to havebeen given and received on the next following day RoyalBank is open for business to the public in Toronto, Ontario.
Documents will be delivered to the Customer using themost recent contact information for the Customer held byMaster Client Agreement 25

Royal Bank. The Customer will provide prior written noticeto Royal Bank of any changes to the contact information
contained in Royal Bank’s records.
16.2 Electronic Documents and Consent. The Customer
designates the RBC Express Message Centre as its
designated information system, and consents to theprovision by Royal Bank, and receipt by the Customer, of
any Document through that Electronic Channel. Where
the Services provided to the Customer do not include
RBC Express, the Customer designates its Online Banking
Message Centre as its designated information system.
Where the Services provided to the Customer do notinclude either RBC Express or Online Banking, the Customer
designates either: (i) facsimile (at the facsimile number
provided by the Customer); or (ii) electronic mail (at thee-mail address provided by the Customer) as its designatedinformation system. The Customer recognizes that: (i) the
Customer may revoke its consent under this provision at
any time, in whole or in part if the option to partially revoke
is provided by Royal Bank; (ii) the Customer is responsiblefor informing Royal Bank of any changes to a designatedinformation system where Royal Bank is in a position toaccept such instructions at Royal Bank’s discretion, andof any changes to the contact information related to any
designated information system; (iii) any Document will
be held in accordance with Royal Bank’s enterprise record
retention policy, and will be made available to the Customer
during the applicable retention period; (iv) the Customer
is responsible for retaining a copy of each Document;and (v) this consent takes effect immediately. Royal Bank
may provide the Customer with any Document in paper
form if Royal Bank deems appropriate, or if Royal Bank isunable to provide the Document in electronic form throughthe Electronic Channels at the above-noted designatedinformation systems. The Customer is responsible foraccessing the designated information system on at least
a monthly basis, if applicable, in order to check for any
notices provided pursuant to this Section.
16.3 Default. The Customer will be in default by the mere
lapse of time fixed for performing an obligation.
16.4 Multiple Parties. If the Customer is more than one
Person, each Person is jointly and severally (solidarily inQuebec) liable to Royal Bank for all debts, liabilities, andother obligations of the Customer.
16.5 Successors and Assigns. This Agreement may not
be assigned by the Customer, either in whole or in part,
unless agreed in writing by Royal Bank. This Agreement will
constitute the continuing consent and agreement of the
Customer, and will bind and enure to the benefit of eachparty and its heirs, executors, liquidators of successions,administrators, and other legal representatives,
successors, and assigns.
16.6 Conflicts. If there is any inconsistency between any
Service Materials and this Agreement, the Service Materials
will prevail to the extent of any inconsistency for the26 RBC Royal Bank

applicable Service. Any prior Document governing a Service
is deemed to be incorporated in this Agreement. This
Agreement will prevail to the extent of any inconsistency
with a prior Document, unless Royal Bank determines, in
its discretion, the prior Document should prevail in whole
or in part.
16.7 No Waivers. No delay or omission by either party to
exercise any right or power it has under this Agreement
will impair or be construed as a waiver of such right or
power. No waiver of any provision of this Agreement will beeffective unless agreed in writing by Royal Bank.
16.8 No Agency, Trust, or Partnership. This Agreement
does not create any agency, trust, joint venture,or partnership relationship between the parties or
between Royal Bank and any other Person, including any
Beneficiary. Nothing in this Agreement will confer on the
Customer or any Person the authority to act for, bind,create, or assume any obligation or responsibility, or makeany representation, on behalf of Royal Bank.
16.9 No Fiduciary Relationship. This Agreement does notcreate any fiduciary obligations or relationship between
the parties. The Customer understands and acknowledges
the merit and risk associated with this Agreement and each
Service, and acknowledges it has sufficient knowledge andexperience to evaluate and assume such merit and risk.
The Customer will not construe any information provided by
Royal Bank as legal, tax, investment, financial, or businessadvice or counsel. The Customer is relying on the advice of
its own advisors and counsel, which are unaffiliated with
Royal Bank, for purposes of entering this Agreement andusing any Service.
16.10 No Third Party Beneficiaries. This Agreement isonly for the benefit of Royal Bank and the Customer,
and is not intended to confer any legal rights, benefits,
or remedies on any other Person except to the extent
otherwise provided in this Agreement. There are no third
party beneficiaries to this Agreement.
16.11 Further Assurances. Immediately on request by
Royal Bank, the Customer will: (i) provide to Royal Bankany and all information, evidence, and other Documents
which Royal Bank requests in connection with any Service,including to verify compliance with this Agreement; and (ii)execute any Document and do or cause to be done all acts
reasonably necessary or desirable to implement and carry
into effect this Agreement to its full extent.
16.12 Severability. Any provision of this Agreement thatis or becomes unenforceable, will be unenforceable only
to the extent of such unenforceability without invalidating
the remaining provisions hereof. The invalidity or
unenforceability of any provision of this Agreement will notaffect the validity or enforceability of any other provision ofthis Agreement and such invalid provision will be deemed
to be severable. The Customer waives any provision ofApplicable Laws that may render any provision hereof
unenforceable in any respect.

Master Client Agreement 27

16.13 Governing Law. This Agreement will be exclusively
governed by the laws of the Province or Territory in which
the Services are used by the Customer, or, if the Services
are used by the Customer outside of Canada or in multiple
jurisdictions, this Agreement will be exclusively governedby the laws of the Province of Ontario. The Customer
irrevocably submits to the courts of the Province or Territory
specified above in any action or proceeding arising out ofor relating to this Agreement or the Services. The Customer
irrevocably agrees that all such actions or proceedings may
be heard and determined in such courts, and irrevocably
waives, to the fullest extent possible, the defence of aninconvenient forum. The Customer agrees that a judgement
or order in any such action or proceeding may be enforced
in other jurisdictions in any manner provided by Applicable
Laws. Royal Bank may serve legal process in any mannerpermitted by Applicable Laws or may bring an action orproceeding against the Customer or the property or assetsof the Customer in the courts of any other jurisdiction.
16.14 Counterparts. This Agreement may be entered inparts and each part may be entered using an Electronic
Channel. Together all parts constitute one and the same
Agreement.
16.15 Language. The parties acknowledge that they
have required that this Agreement and all related
documentation be drawn up in the English language. Lesparties reconnaissent avoir demandé que la présente
convention ainsi que tous les documents qui s’y rattachentsoient rédigés en langue anglaise.

PART B – ADDITIONAL TERMS FOR SPECIFIC SERVICES
This Part of the Agreement contains terms for specific Services
which may not be used by the Customer at the time the Customer
enters into the Agreement. The terms for each of these Services
will become applicable to the Customer when the Customer isenrolled in, authorized for, or uses the Service.

17. Accounts
17.1 Overdrafts. Unless otherwise agreed by Royal Bank,and notwithstanding any prior course of conduct, RoyalBank may, but will have no obligation to, honour, and RoyalBank may at any time in its discretion refuse to honour, any
Instrument which, if honoured, might overdraw an Accountor increase an overdraft in an Account. The Customer will
pay to Royal Bank, on demand, the amount of any overdraft
in an Account, together with interest. The rate of interest
payable on any overdraft in an Account will be Royal Bank
Prime Rate plus 5% for Canadian dollar Accounts, and US
Base Rate plus 5% per annum for US dollar Accounts, or
the rate otherwise agreed to in writing by Royal Bank andthe Customer. The interest will accrue daily on the basisof a 365 day year and will be calculated and payablemonthly. For the purposes of the Interest Act (Canada), if
a rate of interest is or is to be calculated on the basis of

28 RBC Royal Banka period which is less than a full calendar year, the yearlyrate of interest to which such rate is equivalent is such rate
multiplied by the actual number of days in the calendar
year for which such calculation is made and divided by the
number of days in such period.
17.2 Credit Balances. Unless otherwise agreed in writing by
Royal Bank, amounts standing to the credit of an Accountwill not bear interest.
17.3 Electronic Statements. Royal Bank may, in its
discretion, provide Account statements in paper orelectronic form using any Electronic Channel. The Customer
is responsible for ensuring that each electronic statement
is accessed and reviewed regularly in accordance with thisAgreement. Royal Bank is under no obligation to provide theCustomer or any other Person with notice of the availabilityof the electronic statement. Royal Bank is not responsible
for any Losses resulting from the Customer’s failure toreceive electronic statements as a result of any Accounts
not being electronically enrolled or if the Customer fails
to notify Royal Bank of non-receipt in accordance with thisAgreement.
17.4 Hold Policy. Funds for cheques and other
Instruments deposited to an Account may not be
accessible immediately. The length of the hold period canvary depending on the location of the issuing financial
institution. In general, the length of the hold period is: (i)five (5) business days, or any shorter period required bylaw, for cheques and other Instruments in Canadian or
US currency drawn on a Canadian branch of a Canadianfinancial institution; (ii) fifteen (15) business days forcheques and other Instruments drawn on a US financial
institution; and (iii) twenty-five (25) business days forcheques and other Instruments drawn on a foreign financial
institution other than in the US. After the hold period, theCustomer may access the funds in the normal course.
However, Royal Bank’s release of funds to the Customer
does not mean that the cheque or other Instrument cannot
be returned. If the cheque or other Instrument is returned
after the hold period, Royal Bank may charge the amountof the cheque or such other Instrument to the Account. For
these purposes, the term “business day” means regular
weekdays only and excludes Saturdays, Sundays, andholidays under Applicable Laws.
17.5 Trust Funds. The Customer continuously represents,
warrants, covenants, and agrees that there are no funds
in any Account which are subject to a trust or ownershipinterest in favour of any other Person (a “Beneficiary”),
except to the extent Royal Bank has agreed to the use of
the Account for such purpose, and Royal Bank has coded
the Account as a trust account in its records. If an Accountcontains trust funds, the Customer represents, warrants,
covenants, and agrees that: (i) the Customer has thelegal capacity and power, authority, and discretion todeposit the trust funds in the Account and provide anyother instructions regarding any trust funds or Account,

Master Client Agreement 29

including with respect to the deposit, investment, andwithdrawal of the trust funds and the opening, operating,and closing of any Account, and that this power, authority,and discretion may be delegated by the Customer to any
Person, including as specified in any Authorization Forms,
Service Materials, or other Document held by Royal Bank;(ii) the Customer is in compliance, and will comply, with
all Applicable Laws and other obligations, including those
applicable to any trust funds, Account, or Beneficiary; (iii)Royal Bank does not have knowledge of, and is not boundto see to the execution of, any trust, Applicable Laws, orother obligation to which any trust funds, Account, orBeneficiary is subject; (iv) the Customer will ensure thateach Account containing trust funds will be designatedand coded as a trust account in the records of Royal Bankand the Customer. The Customer will keep all trust funds
separate and apart from any other funds, investments, orother assets of the Customer, and will ensure they are notcomingled, to the extent required by any Applicable Laws
or other obligation. The Customer will keep the trust funds
segregated for each Beneficiary to the extent required by
any Applicable Laws or other obligation; (v) no trust funds
or Account will be used, directly or indirectly, for any Person
other than as described herein and no Person other thanthe Customer and its delegates pursuant to subsection (i)above may provide instructions with respect to any Accountcontaining trust funds; and (vi) the Customer will not permit
any pledge or assignment of, or security interest (including
hypothecs and assignments) against, any trust funds,
Account, or any related Instrument, except to the extent
agreed in writing by Royal Bank. The eligibility of trust
funds for separate CDIC coverage per Beneficiary is subject
to the Customer’s compliance with the applicable by-laws
and other requirements of CDIC. CDIC by-laws prescribe
the time, form, and manner in which the Customer must
disclose the interest of a Beneficiary to Royal Bank. The
Customer should visit cdic.ca or call 1-800-461-2342
for details. Royal Bank is not responsible for ensuringthat such CDIC coverage requirements are met, andRoyal Bank makes no representation in this regard. The
Customer will direct Royal Bank as to what investments are
required for any trust funds in accordance with Applicable
Laws and other applicable obligations. Subject to theCustomer’s direction, trust funds deposited in an Account
may pay interest through GICs of varying terms or otherinterest-bearing deposits offered to the Customer by
Royal Bank from time to time. Royal Bank will rely on the
Customer’s direction respecting the investment of trust
funds. If payable, interest will be credited to an Accountin accordance with the type of GIC or other deposit heldin the Account, and on the termination of the Account.
Unless otherwise agreed in writing by Royal Bank, RoyalBank will automatically renew any GIC or other investment
on maturity and on each succeeding maturity date for theterm originally or most recently instructed by the Customer.
The amount re-invested will be the original amount of trust
funds deposited, plus all paid interest to the maturity

30 RBC Royal Bank

date. The withdrawal of trust funds in an investment, andthe cancellation of a GIC or other investment prior to its
maturity, is subject to the terms of the investment or RoyalBank’s discretion. The Customer will provide any Document
requested by Royal Bank for such purpose, in form andsubstance satisfactory to Royal Bank. None of Royal Bankor its Representatives will be responsible for any Losses
arising in connection with any trust funds or Beneficiary.
The Customer will pay, indemnify, and hold harmless
Royal Bank and its Representatives for, all Losses arisingin connection with any trust funds, Account, or Beneficiary,
including in connection with any Instrument or any otherdeposit, investment, or withdrawal of the trust funds
which does not comply with any Applicable Laws or otherapplicable obligation.

18. Debit Blocking
18.1 Definitions. Capitalized terms used for this Service
that are defined in CPA Rule H1 have the meanings givenin that Rule.
18.2 Enrolment Period. It may take up to 10 days (the“Enrolment Period”) for this Service to commence following
Royal Bank’s execution of the applicable Service Materials.
No cheques or Business PADs drawn on an Account will be
returned by Royal Bank during any Enrolment Period.
18.3 Automatic Returns. The Customer will not have an
opportunity to review any cheque or Business PAD before
it is automatically returned by Royal Bank as dishonoured
pursuant to this Service.
18.4 Cheques and Business PADs Only. Except for chequesand Business PADs returned by Royal Bank pursuant tothis Service, no other Instrument or other debit drawn on
an Account, including any Cash Management PAD or Funds
Transfer PAD, will be returned by Royal Bank as part of thisService.
18.5 Applicable Laws. The Customer represents, warrants,
covenants, and agrees that it is in compliance, and willcomply, with all Applicable Laws, including with respect
to the stop payment of any cheque and the revocation of
its authority for any Business PAD if required in connection
with this Service.
18.6 Future Assurance. Immediately on request by Royal
Bank, the Customer will provide an affidavit in connection
with the return of a fraudulent cheque or a Reimbursement
Claim in connection with the return of a Business PAD.

19. Credit
19.1 Authorizations. The Customer represents, warrants,
covenants, and agrees that each Person who borrows
or establishes credit on the Customer’s behalf, or uses aService which results in borrowing by the Customer or
the provision of credit to the Customer, has been properly
authorized by all necessary actions to: (i) borrow or obtain
credit from Royal Bank in such amounts and on suchterms as the Person deems appropriate, whether by loan,

Master Client Agreement 31

advance, overdraft, or by any other means; (ii) mortgage,
hypothecate, charge, pledge, convey, assign, transfer, or
create a security interest in any or all of the property, realand personal, immovable and moveable, undertakings,
and rights of the Customer, present and future, to secure
the payment and performance of any or all present andfuture liabilities and obligations to Royal Bank; (iii) enter
into financial leases with Royal Bank; and (iv) guarantee
the obligations of any other Person to Royal Bank.
19.2 No Restrictions. The Customer represents, warrants,
covenants, and agrees that there are no provisions under
Applicable Laws, its constating documents, or any by-laws,
resolutions, or other applicable obligations that restrict orlimit the Customer, or any Person on the Customer’s behalf,from exercising any of the rights, powers, or authorities
described in Section 19.1.

20. Night and Day Depository
20.1 Deposits. Deposits must be made using a type of bag
that is pre-approved by Royal Bank and secure. A deposit will
only contain notes, coins, cheques, or other Instruments.
Each deposit must be accompanied by an itemized deposit
slip, in duplicate, visibly listing its contents and showing
separately the amount represented by Canadian or US
dollar notes, coins, and other Instruments.
20.2 Delivery. Each deposit will be dropped or delivered,properly sealed, in a designated deposit chute ordepository at certain Royal Bank branches. Deposits may
also be delivered to tellers at a Royal Bank branch, at ahigher cost to the Customer. The Customer will ensure eachdeposit bag is securely sealed before being dropped ordelivered, and that each chute or depository is immediately
closed or locked after each use. If there is any suspectedor actual unusual state of condition or defect in a chute ordepository, the Customer will immediately provide verbal
and written notice to the manager of the Royal Bank branchwhere the chute or the depository is located.
20.3 Keys. If Royal Bank provides one or more keys
permitting access to a depository, the Customer will notify
Royal Bank of receipt by the Customer, or by a Person on
the Customer’s behalf, of each key. Each key remains at all
times property of Royal Bank, and may not be duplicated.
In the event of any suspected or actual loss or theft of akey, the Customer will ensure notice of this is immediately
provided to the manager of the Royal Bank branch at which
the depository is located. Each key will be immediately
returned to Royal Bank when this Service is suspended or
terminated, when use of a depository ceases, or otherwise
at Royal Bank’s request. The Customer will pay Royal Bankon demand all Losses in connection with any loss or theftof, or failure to return to Royal Bank, any key, including
for replacing each lock, key and all other keys to thedepository.
20.4 At Customer’s Risk. The Customer agrees that theuse of this Service, including any use or attempted use of

32 RBC Royal Bank

Master Client Agreement 33

a chute or depository, by the Customer or any other Person
on its behalf is at the sole risk of the Customer, and theCustomer will indemnify and hold harmless Royal Bank for
any related Losses. Royal Bank assumes no responsibility
or liability whatsoever in respect of any Losses suffered or
incurred by the Customer or any other Person relative totheir use or attempted use of the Service, including withrespect to anything delivered or intended to be deliveredor any injury or other Loss sustained by the Customer orother Person while using or attempting to use a chute ordepository. The Customer is exclusively responsible foranything delivered to Royal Bank in any bag, and assumes
the risk or loss thereof, until entered by Royal Bank in its
records as a deposit.

determination of the contents of each bag. Any note, coin,or Instrument that requires conversion from one currency
to another will be converted at the time it is counted by
Royal Bank using the applicable currency conversion
rate established for such purpose by Royal Bank, in its
discretion, at that time. Any provisional credit to an Accountwill be changed, and Royal Bank may debit or credit the
Account, to the extent necessary to reflect the amount offunds converted and to deduct any conversion fees.

20.5 Unopened Bags. On enrolment in this Service theCustomer may request to take delivery of its bags unopened.
If this is agreed by Royal Bank, the Customer agrees: (i)each bag will be clearly marked in a manner pre-approvedby Royal Bank and which indicates it is to be returned to
the Customer unopened; (ii) each bag will be picked-up by
the Customer on the next day the applicable Royal Bank
branch is open for business immediately following the dayon which the bag is placed in a depository, or on such later
date when the bag is made available by Royal Bank; and(iii) the contents of each bag delivered by Royal Bank to theCustomer shall be conclusively deemed to be exactly thesame as the contents of the bag when it was placed in thedepository. Royal Bank is not responsible for any delays
associated with the delivery of a bag to the Customer,
including if a bag is inadvertently picked-up by Royal Bankor an armoured car courier on Royal Bank’s behalf.

21. Non-Manual Signing of Instruments and Instructions

20.6 Processing Contents. Except where Royal Bank
has agreed to deliver bags to the Customer unopened inaccordance with Section 20.5, Royal Bank is authorized
to open each bag and remove and process the contentsin accordance with this Agreement. Royal Bank is not
obligated to process any contents which Royal Bank, in its
discretion, does not consider acceptable, and the Customer
shall timely take delivery of any contents not processed by
Royal Bank.
20.7 Royal Bank’s Records. Royal Bank’s records
concerning the Customer’s use of this Service, including
Royal Bank’s count or determination of the number of bags
or contents of each bag, are, in the absence of manifest
error, deemed conclusively correct and irrevocably bindingon the Customer. The relationship between Royal Bank andthe Customer shall, relative to the contents of any bag, only
become one of debtor and creditor, respectively, after thetime the contents have been removed, counted, verified,
accepted, and entered by Royal Bank in its records as adeposit.
20.8 Provisional Credits. Any provisional credit to an
Account based on a deposit slip is subject to change,
and Royal Bank may debit or credit the Account, to theextent necessary based on Royal Bank’s actual count or

20.9 Withdrawal of Depository. Royal Bank will have theright to change or withdraw from the Service any chute ordepository, without prior notice, and Royal Bank will not be
responsible for any resulting Losses.
21.1 Binding Effect. In the applicable Schedule, theCustomer will provide Royal Bank with specimens of themechanical, electronic, or other non-manual signatures
which may be used for its Documents. Any Document,
including Instruments, bearing any such signature shallhave the same legal effect as if in written paper form
signed by the Customer, and the Customer is bound by,
and responsible for, the resulting transactions. Royal Bank
is authorized to give effect to any Document, including
any Instrument, bearing such mechanical, electronic,or other non-manual signature, and regardless of who
actually affixed the mechanical, electronic, or other nonmanual signature, how that signature came to be affixed,
or whether it is genuine.

22. Pre-Authorized Debits
22.1 Definitions. Capitalized terms used for this Service
that are defined in CPA Rule H1, have the meanings givenin that Rule.
22.2 Sponsoring Member. Royal Bank will act as the
Customer’s Sponsoring Member for processing CashManagement PADs, Business PADs, or Personal PADs.
22.3 NDDS Method 3. If the Customer wishes to use
Royal Bank’s NDDS Method 3, then, subject to RoyalBank’s approval, the Customer will provide Royal Bank the
Schedule applicable to NDDS Method 3.
22.4 Letter of Undertaking. This Section is the Payee
Letter of Undertaking for PADs issued by the Customer.
In accordance with CPA Rule H1, each time this Service isused, the Customer implicitly represents and warrants to,and covenants with, Royal Bank as follows:(i) Payor Approval. Each Payor on whose behalf any debit
purports to have been drawn or direction purports to havebeen given shall have signed or otherwise duly Authorized
and delivered to the Payee an authority instructing thePayee to issue debits, and, where applicable, shall havegiven the Payee a direction pursuant to such an authority
to issue a debit as though it were signed or otherwise duly
Authorized by such Payor instructing such direction to beacted on as though it were a Written instruction signed

34 RBC Royal Bankby such Payor. The Customer undertakes to ensure thateach Payor’s PAD Agreement and Authorization meets therequirements of CPA Rule H1, including Appendix II of CPA
Rule H1. The Customer shall maintain all records of, andundertakes to make available, immediately on the requestof Royal Bank, a Payor or an authorized representative of
the Payor (including the Processing Member), evidence of
the authority of a Payor for whom the Payee has issued orcaused to be issued any PAD, including each Payor’s PAD
Agreement and Authorization.
(ii) Valid Signing Authority. The Customer is solely
responsible to ensure that each Payor’s PAD Agreement
and Authorization is signed or otherwise duly Authorized
by the Payor in a form that constitutes proper authority
for Royal Bank and the Processing Member to debit the
Payor’s designated account as may be set out in the Payor’s
account agreement with its Processing Member.
(iii) Payor Acknowledgement for Cash Management PADs.
Where the Payor and the Customer are the same Person,
the Customer agrees Royal Bank may debit its designatedaccount for such PAD. Where the Payor and Payee are not
the same Person, the Customer confirms the Customer
and the Payee are closely-affiliated Businesses, the Payor
has received, reviewed, and Authorized this Payee Letterof Undertaking, and the Customer, Royal Bank, and theProcessing Member are authorized to debit the designatedaccounts of the Payor. The Customer confirms thissubsection constitutes proper authority for the Processing
Member to debit the Customer’s or Payor’s designatedaccounts for Cash Management PADs in accordance withthe applicable account agreement with the Processing
Member.
(iv) Sporadic PADs. If any PADs are Sporadic or may be
issued with Sporadic frequency, proper Authorization will
be obtained from the Payor for each and every such PAD, inaccordance with CPA Rule H1.
(v) CPA General Indemnity. In addition to the Customer’s
indemnity in Part A of this Agreement, except to the extent
caused directly by Royal Bank’s negligence, the Customer
undertakes and agrees to hold harmless and to indemnify
Royal Bank and any applicable Processing Member against
any and all losses, costs, fees (including reasonable
legal and other professional fees and disbursements),
damages, expenses, liabilities, claims, suits and demands
whatsoever that Royal Bank or any applicable Processing
Member may suffer, incur or be under or that may be madeor brought against Royal Bank or any such Processing
Member by reason of or in any way arising out of any of
the Services, including the action in drawing and issuing
any debit.
(vi) Liability for Accuracy. The Customer shall be solely
responsible for the accuracy and completeness of all
information furnished to Royal Bank in connection with
the Services, and Royal Bank shall not be responsible
in any way for errors resulting from the inaccuracy or

Master Client Agreement 35

incompleteness of any information furnished to Royal
Bank. Without limiting the generality of subsection (v)above, the Customer undertakes and agrees to indemnify
Royal Bank for all amounts that may be erroneously paidby Royal Bank or any Processing Member in respect of any
PAD erroneously credited or debited by Royal Bank or any
Processing Member pursuant to any direction from or on
behalf of the Payee.
(vii) Force Majeure. Royal Bank shall not be liable to theCustomer or any other Person for any delay, damage,penalty, cost, expense or inconvenience to the Customeror such other Person resulting from Royal Bank’s failure to
perform any of the Services by reason of any cause beyond
Royal Bank’s control.
(viii) Payor’s Claim for Reimbursement. The Customer
undertakes and agrees to reimburse Royal Bank and any
Processing Member for payment of any claim, including
any interest claim, made by a Payor or other Person inaccordance with the CPA Rules Manual, including any
claim paid by Royal Bank as a result of a Reimbursement
Claim filed by a Payor or other Person alleging that: (A)the PAD was not drawn in accordance with the Payor’s PAD
Agreement; (B) the Payor’s PAD Agreement was revoked;(C) any required Pre-Notification was not given at least ten(10) days before the date a related PAD was processed tothe account of the Payor, or was not waived in accordancewith CPA Rule H1; (D) Confirmation was not provided inaccordance with Section 16 of CPA Rule H1; or (E) no Payor’s
PAD Agreement existed between the Person making theclaim and the Payee with respect to a particular PAD.
(ix) Assignment. This Payee Letter of Undertaking may not
be assigned, directly or indirectly, by operation of law,change of control or otherwise, without the prior writtenconsent of Royal Bank. No Payor’s PAD Agreement may be
assigned by the Payee, directly or indirectly, by operation oflaw, change of control or otherwise, except: (A) with respect
to the assignment of a Paper Agreement: (i) if the Payee
has prominently displayed (e.g. in bold print, highlighted
or underlined) an assignment clause in the Payor’s PAD
Agreement and the Payee has provided to the Payor Written
notice of the full details of such assignment, including theidentity and contact information of the assignee; or (ii) the
Payee has provided to the Payor prior Written notice of thefull details of such assignment, including the identity andcontact information of the assignee, a minimum of ten (10)days in advance of any PAD being issued in the assignee’sname; or (B) with respect to the assignment of an Electronic
Agreement: (i) if the Confirmation contains, in addition to
the clauses on the mandatory form set out in Appendix IVof CPA Rule H1, an assignment clause that is prominently
displayed (e.g. in bold print, highlighted or underlined)
and the Payee has provided to the Payor Written notice ofthe full details of such assignment, including the identity
and contact information of the assignee; or (ii) the Payee
has provided to the Payor, prior Written notice of the full

36 RBC Royal Bank

details of such assignment, including the identity andcontact information of the assignee, a minimum of ten(10) days in advance of the next PAD being issued in theassignee’s name.
(x) Name Change. The Customer shall provide a minimumof ten (10) days Written notice to Royal Bank and the Payor
in advance of the next PAD, where a Payee’s name haschanged.
(xi) CPA Rules / Confirmation / Pre-Notification. The
Customer agrees it is bound by, and will comply with,respect and apply all relevant provisions of, the CP Act andall related by-laws, rules, and standards in force from time
to time as they apply to the Payee and all PADs issued inconnection with the Services, including the Confirmation /Pre-Notification requirements or waiver of Pre-Notification
requirements and cancellation requirements as set out in
CPA Rule H1.
(xii) Cancellation. Without limiting the generality ofsubsection (xi) above, the Customer hereby agrees that,
subject to the expiry of any reasonable cancellation notice
period (not to exceed thirty (30) days) that has been clearly
set out in any agreement between the Payor and the Payee(including in an applicable Payor’s PAD Agreement), on
receipt by the Payee of any Written or otherwise oral
communication from a Payor clearly instructing the Payee
to cease issuing PADs or otherwise revoking a Payor’s PAD
Agreement or an Authorization to issue PADs, the Customer
shall ensure the PAD is cancelled in the next business,billing or processing cycle, but shall (within not morethan thirty (30) days from the notice) cease any new PADs
against that Payor and ensure no further PADs are issued
against that Payor unless and until that Payor provides the
Payee with a new Payor’s PAD Agreement.
(xiii) Notices of Change. The Customer undertakes andagrees to: (A) accept and act on any notice of change of a
Payor’s payment routing information that it receives fromRoyal Bank that was provided to Royal Bank by the Payor’s
Processing Member in relation to an administrative change
to that information by the Processing Member pursuant
to CPA Rule F12 that does not involve changing that
Processing Member; and (B) deem such notice of change
to be that Payor’s authorization to change its relevant
payment routing information, provided that Royal Bank
shall be responsible to the Customer only for the accuracyof information provided in any such notice of change that
Royal Bank provides to the Customer.
(xiv) Re-Presentment. In the event of the return of a PAD forreason of “Non-Sufficient Funds” or “Funds Not Cleared,”the PAD may be re-presented electronically on a one-time
only basis for the same amount as the original PAD, andprovided that such PAD is re-presented within thirty (30)days. Any such re-presentment of a PAD shall not containinterest, Non-Sufficient Funds charges or any other charges
in addition to the amount of the original PAD.

Master Client Agreement 37(xv) Termination of Service. Notwithstanding any
termination of the Service, the provisions of CPA Rule H1and the indemnification provisions of this Agreement shallcontinue to remain in full force and effect with respect toany PAD drawn and issued or any other obligation of aSponsoring Member in accordance with the provisionsof this Agreement prior to the day upon which suchtermination takes effect.

23. Stop Payments
23.1 Processing. The Customer will ensure that thecheque or debit to be stopped has not already been paidor processed through the applicable Account. Royal Bank
will confirm receipt of stop payment instructions. The
following information must be provided for each cheque or
debit to be stopped: (i) amount; (ii) date; (iii) payee name;(iv) serial number (note that the MICR encoded serial
number is required in order for the system to capture it);and (v) reason for the stop payment. To stop a series ofpre-authorized debits, stop payment instructions must be
submitted for each debit in the series. Any stop payment
instruction will remain in place for only one (1) year fromthe date the instruction is accepted by Royal Bank. It is
the Customer’s responsibility to follow-up on all stop
payment instructions, and to ensure the payee has been
notified that a stop payment instruction has been given.
The issuance and processing of a stop payment instruction
may not affect the legal obligation to the payee or any other
Person. The payee must be contacted directly to cancel
any contract with the payee as required. Royal Bank willprocess all stop payment instructions in accordance with
CPA Rules, but Royal Bank does not guarantee a chequeor debit will be stopped even if a stop payment instruction
has been processed. Royal Bank is not responsible for any
Losses arising as a result of a stop payment instruction or
related Instrument.

24. U.S. Par Crossed
24.1 Definitions. For purposes of this Service, the following
defined terms will be used:“Business Day” means a day (other than a Saturday or
Sunday) on which national banks are open for businessto the general public in the State of New York, provided,
however: (i) a Business Day for RBC New York Branch will belimited to only those Business Days on which RBC New York
Branch is open for business for the purpose of receiving
and processing Par Crossed Cheques for Royal Bank’s
customers; and (ii) a Business Day for Royal Bank (forgreater certainty, excepting RBC New York Branch) will belimited to only those Business Days on which Royal Bank is
open for business for Royal Bank’s customers; and“Canadian Statutory Holiday” means New Years Day*
(January 1), Good Friday, Victoria Day (third Monday inMay), Canada Day* (July 1), Labour Day (first Monday
in September), Thanksgiving Day (second Monday in
October), Remembrance Day* (November 11), Christmas

38 RBC Royal Bank

Day* (December 25), Boxing Day* (December 26) or any
other day on which Royal Bank is closed in the province inwhich the applicable branch of account is located. If anyof the holidays noted by asterisks falls on a day that is a
Saturday, Sunday, or another Canadian Statutory Holiday,
the next business day will be deemed to be the date forsuch holiday for the purposes of this definition.
24.2 Direct Obligations. Par Crossed Cheques may only be
issued by the Customer in payment of a direct obligation of
the Customer to the Customer’s payees and not in paymentof an obligation of another Person. For example, Par
Crossed Cheques may not be issued to pay the Customer’sclients’ obligations to their payees or any other Person.
24.3 Cheque Standards. Par Crossed Cheques will comply
with Applicable Laws, including Standard 006, Part A of the
CPA Rules, NACHA Rules, and the applicable standards andrules of the American Bankers Association. Royal Bank is
not responsible for any delays or Losses resulting from theuse of any Par Crossed Cheques which are not compliant
with the foregoing.
24.4 Payment of Cheques. Royal Bank may pay any Par
Crossed Cheque, including any image or reproduction inwhole or in part of any Par Crossed Cheque or information
contained therein, that is presented for payment to RBC
New York Branch, unless: (i) the Customer has provided
in writing to Royal Bank valid stop payment instruction onthat Par Crossed Cheque, which Royal Bank has acceptedno later than the Business Day preceding the date the Par
Crossed Cheque is presented to RBC New York Branch,or as otherwise agreed to in writing by Royal Bank; or(ii) the Customer has advised Royal Bank in writing, nolater than 12:00 noon New York time, the Business Day
following presentation of the Par Crossed Cheque to RBC
New York Branch, that the Par Crossed Cheque should be
returned unpaid due to a problem with the Par Crossed
Cheque, including if it contains any forged, missing, or
unauthorized signature or alteration or if the Par Crossed
Cheque is future-dated.
24.5 Stop Payments and Returns. The Customer will besolely responsible for providing instructions for the stop
payment or return of a Par Crossed Cheque. If there isan intervening Canadian Statutory Holiday which is a
Business Day for RBC New York Branch, between the date ofpresentment of the Par Crossed Cheque and the instruction
deadlines referred to above, the instructions for stop
payment or return may not be received in time to comply
with return deadlines in New York and the Customer will
be responsible for such Par Crossed Cheque paid by RBC
New York Branch, or, should the cheque be returned to RBC
New York Branch and the return subsequently disputed,
the Customer will be responsible to reimburse RBC NewYork Branch. If Royal Bank receives instructions for a stop
payment or return when RBC New York Branch is closed,
the instruction will be deemed to have been made by the
Customer on the next full Business Day on which RBC New

Master Client Agreement 39

York Branch is open for the general conduct of its businesswith the public. If no instruction for stop payment or returnis made as provided above and a Par Crossed Cheque ispaid by RBC New York Branch, Royal Bank may debit such
Par Crossed Cheque to the applicable US dollar Account, or
any other Account.

PART C – GLOSSARY
25. Interpretation
In this Agreement: (i) all references to the this Agreement,
including any Service Materials, or to any Document,
product, or service, including the Services, or to any law,statute, regulation, guideline, policy, procedure, rule,
standard, or directive, including any Applicable Laws, orotherwise, include same as may be amended, restated,
supplemented, or otherwise modified from time to time;(ii) all references to any Person, including any Regulatory
Authority, includes its successors and assigns; (iii) thedivision of this Agreement into Parts, Articles, Sections,subsections, and other subdivisions, and the insertionof headings, are for convenience of reference only andshould not affect construction or interpretation; (iv) words
denoting the singular number will include the plural, andvice versa; (v) words denoting the masculine gender include
the feminine and neutral genders, and vice versa, as thecontext otherwise permits; (vi) the word “including” means“including without limitation”, and the word “includes”
means “includes without limitation”; (vii) all provisions,
including all rights and obligations of the parties, arecumulative, and should not be interpreted as limiting any
provision unless this intent is expressly indicated; (viii) thewords “hereto”, “herein”, “hereof”, “hereunder”, “thisAgreement”, and similar expressions mean this Agreement
as a whole, and not any particular Part, Article, Section,subsection, or other subdivision, unless the context
otherwise requires; and (ix) unless otherwise specified, alldollar amounts referred to in this Agreement are in lawfulmoney of Canada.

26. Definitions
In this Agreement, unless otherwise defined, capitalized
terms have the meanings given below:“Account” means a business deposit account provided by
Royal Bank;“ACSS” means the Automated Clearing Settlement System;“Act of Insolvency” means any action that results, ormight reasonably be expected to result, in the Customer:(i) being unable to pay its debts as they become due; (ii)ceasing to pay its current obligations in the ordinary courseof business as they generally become due; or (iii) being
deemed bankrupt or insolvent under Applicable Laws,
including, if applicable, pursuant to the Winding-up andRestructuring Act (Canada);

40 RBC Royal Bank

“Agreement” means the Master Client Agreement
for Business Clients and includes each Authorization
Form, these Legal Terms and Conditions, and all Service
Materials. Each Document forming part of the Agreement isdeemed incorporated in the Agreement and each other partof the Agreement, immediately when given effect by Royal
Bank, without any other action required by Royal Bank, theCustomer, or any other Person;“Applicable Laws” means all applicable laws, decrees,
regulations, decisions, treaties, ordinances, rulings,
judgments, injunctions, writs, orders and awards of any
court, arbitrator or Regulatory Authority, all directives,
guidelines, advisories and rulings issued or made by anapplicable Regulatory Authority, and the constitution,
rules, standards, directives, guidelines, operating or othercirculars, regulations, customs and uses of the exchange,
central or reserve banks, markets and clearinghouses
or systems, including CPA Rules, NACHA Rules, SWIFT
Documentation, and all applicable laws relating to antimoney laundering and anti-terrorist financing, in eachcase, applicable to this Agreement, the Services, Royal
Bank, the Customer, their respective businesses, andany other Person that is part of or connected with anytransaction under this Agreement, including any Person
originating transactions processed under this Agreement
or transmitting those transactions through a payments
system or otherwise, and the Person receiving the
aforementioned transactions, as the case may be;“ATM” means automated teller machine;“Authorization Form” means any Service Materials or other
Document which identifies a Person to use the Services;“Beneficiary” has the meaning given in Section 17.5;“Certificate Holder” means an individual holder of a Digital
Certificate issued by Royal Bank, and who is authorized toact on behalf of the Customer;“Client Card” means a debit card issued by Royal Bank to
the Customer, or any Person on the Customer’s behalf, witha unique card number, and includes the use of the uniquecard number;“Confidential Information” means all information, otherthan Non-Protected Information, whether or not identified
as confidential at the time of disclosure, relating to thebusinesses, operations, assets, clients and employeesof the disclosing party or its affiliates, or the businessof its suppliers and clients, whether provided by thedisclosing party or its Representatives, at any time before
or after the date of this Agreement, including notes,
reports, summaries, analyses, compilations, memoranda,
studies, interpretations and any other written or electronicmaterials or information communicated orally, whichcontain or otherwise reflect the disclosing party’s
Confidential Information. For greater certainty, Confidential
Information includes intellectual property rights of, andpersonal information provided by, the disclosing party, andMaster Client Agreement 41

the fact that discussions or negotiations are taking placeconcerning the Services involving the parties, or any of theterms, conditions or matters then being discussed withrespect to the Services, including their status;“CP Act” means the Canadian Payments Act and the bylaws, regulations, standards, rules, and policies relating
to the CPA;
“CPA” means the Canadian Payments Association;“CPA Rules” means the rules, standards, guidelines, anddirectives of the CPA;
“Customer” means the Person who enters this Agreement
or who is enrolled in, authorized for, or uses any Service,including the Person’s Representatives;“Digital Certificate” means a certificate issued by RoyalBank to a Certificate Holder that contains an Encryption
Certificate and a Signing Certificate;“Digital Signature” means a transformation of a message
using an asymmetric cryptography system such that Royal
Bank, having received a Certificate Holder’s initial message
and such Certificate Holder’s signature verification Public
Key, can accurately determine whether the transformation
was created using the signing Private Key that corresponds
to such Certificate Holder’s signature verification Public
Key and whether the message has been altered since thattransformation was made;“Disabling Code” means any clock, timer, counter, virus,
worm, software lock, drop dead device, trojan horseroutine, trap door, time bomb, or any other unauthorized
codes, designs, routines or instructions that may be used
to access, modify, replicate, distort, delete, damage ordisable any Electronic Channel, including any related
hardware or software;“Dispute” means a cause of action, issue, disagreement
or problem that may arise under or in connection with thisAgreement;“Document” means any agreement, amendment (including
an amendment to this Agreement), statement, disclosure,notice, request, consent, information, instruction,communication, Instrument, Service Materials, or otherdocument, including any of the foregoing made, drawn,
accessed, sent, received, accepted, endorsed, negotiated,
signed, or processed verbally or in paper or electronic form
through any Electronic Channel;“EDI” means Electronic Data Interchange, the computer-tocomputer electronic exchange of Documents in the format
prescribed by CPA Rules;“Electronic Channel” means any telecommunication orelectronic transmission method which may be used inconnection with the Services, including any ATM, computer,email, facsimile, Internet, mobile device, mobile phone,
network, personal digital assistant, point-of-sale terminal,
smart phone, SWIFT or SWIFT Network, telephone, wiretransfer system, or wireless device;42 RBC Royal Bank

“Encryption Certificate” means a certificate that iscomprised of an encryption Public Key that corresponds
to a decryption Private Key that is subject to the exclusive
access of a Certificate Holder;“Force Majeure” means any event, act, or omission beyond
the reasonable control of a party exercising reasonable
foresight and diligence, including a labour dispute, act
of God, flood, fire, lightning, severe weather, shortageof materials, interruption in, or shortage of, the supplyof electric power or other utilities, earthquake, act ofterrorism, war, revolution, civil commotion, act of public
enemies, blockade, embargo, pandemic disease, or any
law, order, proclamation, regulation, ordinance, demand or
requirement having legal effect of any Regulatory Authority
or Applicable Laws;“GIC” means guaranteed investment certificate;“Instrument” means a bill of exchange (including a cheque),promissory note, security, chattel paper, other instruction
or order for the payment of money given verbally or inpaper or electronic form, clearing item, payment item, orother value item (including any automated clearing housepayment, pre-authorized deposit or debit payment),
including any image or reproduction of the foregoing. Anysuch item will be considered an Instrument whether or notthat Customer is a party to it and whether it is in Canadianor another currency;“Joint Banking” means any Service or OPS that is provided
on a joint basis to the Customer where the Customer
consists of more than one Person;“Legal Terms and Conditions” mean the terms andconditions herein contained;“Losses” means all losses, claims, damages, costs, fees
and charges, expenses and other liabilities, including
reasonable legal and professional fees and disbursements
and costs of investigation, litigation, settlement, judgment,interest, penalties and sanctions;“LVTS” means the Large Value Transfer System;“MA-CUG” means Member-Administered Closed User
Group, a SWIFT-operated, member-managed service thatcan use the SWIFT Network;“MICR” means Magnetic Ink Character Recognition;“Money Service Business” and “MSB” means the carrying
on or participating in any one of the following activities:(i) currency dealing or exchanging; (ii) issuing, selling orredeeming traveller’s cheques, drafts, or money orders
or any similar negotiable instruments, except for chequespayable to a named Person; or (iii) the accepting of currency
or funds and the transmitting of such funds through afinancial institution, or any other Person engaged in an
MSB or an electronic funds network; provided that in thecase of (i) and (ii) only, no such activity will be considered to
be an MSB unless it shall include, on any day and with any

Master Client Agreement 43

one Person, at least one transaction in an amount of notless than $1,000, and, for such purposes, any two or moretransactions within a twenty-four (24) hour period with thesame Person will be considered to be a single transactionof not less than $1,000 if the aggregate amount of such
two or more transactions shall be not less than $1,000.
In addition to (i) to (iii) above, in every instance that a
Person holds a permit or a licence relating to a form of MSB
activity not specifically enumerated in (i) to (iii) above or isregistered as someone engaging in the activity of an MSB,
advertises the activity of an MSB by way of or through theInternet, the yellow pages or other medium, or reports
income from an MSB as income from a separate businessfor tax purposes, then such Person shall be deemed to be
operating an MSB. Notwithstanding the above, if RoyalBank specifically approves, in writing, the operations ofsuch business, for the purpose of this Agreement, suchbusiness shall be deemed not to be included in thisdefinition;“NACHA” means the National Automated Clearing House
Association;“NACHA Rules” means the rules, standards, guidelines,
and directives of NACHA;“Non-Protected Information” means information which:(i) is or becomes generally available to the public otherthan as a result of a breach of this Agreement; (ii) was
within the possession of a party on a non-confidential
basis prior to being provided to it by or on behalf of theother party; (iii) is or becomes available to a party on a
non-confidential basis from a source other than the otherparty or its Representatives, which source, to the best ofparty’s knowledge, is not prohibited from disclosing suchinformation by a legal, contractual or fiduciary obligation;or (iv) is or was independently developed by a party without
the use of the other party’s Confidential Information;“OPS” means other products or services provided by RoyalBank or any other Person, other than the Services;“Par Crossed Cheques” are cheques issued with MICR
codes complying with standards set by the American
Bankers Association for clearing cheques in the US, andthat are drawn in US dollars on the Customer’s US dollar
Accounts listed in the applicable Schedule and bearing theinformation “payable in United States Currency throughRoyal Bank of Canada, New York Branch, 3 World Financial
Center, New York, NY 10281 – 8098”;“Person” means an individual or natural person,
partnership, limited partnership, limited liability
partnership, corporation, limited liability corporation,
unlimited liability company, joint stock company, trust,unincorporated association, joint venture or other entity
or Regulatory Authority, and pronouns have a similar
extended meaning;44 RBC Royal Bank

Master Client Agreement 45“Private Key” means the key of a mathematically related
key pair used to create a Digital Signature (using a signing
Private Key) or decrypt an encrypted message (using adecryption Private Key);“Royal Bank Prime Rate” means the annual rate of interest
Royal Bank announces from time to time as a reference
rate for determining interest rates on Canadian dollar
commercial loans in Canada;“Public Body” means a department or agent of Her
Majesty in right of Canada or a province, or a company
controlled by Her Majesty in right of Canada or a province,
an incorporated city, town, village, metropolitan authority,
township, district, county, rural municipality, or otherincorporated municipal body or agent of any of them in
Canada, an organization that operates a hospital authority
and is designated by the Minister of National Revenue(Canada) as a hospital authority under the Excise Tax Act(Canada), or any agent of such an organization;“Schedule” has the meaning given in Section 1.2;

“Public Key” means the key of a mathematically related key
pair used to verify a Digital Signature (using a signature
verification Public Key) or to encrypt a message (using an
encryption Public Key);“Publicly Traded Entity” means an entity whose net assets
are greater than Seventy-Five Million Canadian Dollars (CAD
$75,000,000) (current audited statements) and whose
shares are publicly traded in a stock exchange recognizedin Section 3201 of the Canadian Income Tax Regulations
and operates in a country that is a member of the Financial
Action Task Force on Money Laundering, or is a directly or
indirectly wholly-owned entity of same;“RBC New York Branch” means Royal Bank of Canada, NewYork Branch, 3 World Financial Center, New York, NY 10281– 8098;“Regulatory Authority” means any Person having
regulatory or supervisory authority over Royal Bank, theCustomer, or the Services, including any administrative,
judicial, governmental, regulatory, or self-regulatory,
taxation, financial, monetary, or investigative authority,
agency, or body, including the CPA and SWIFT;“Representatives” mean directors, officers, employees,
signing authorities, agents, contractors, subcontractors,
service providers, consultants, internal or external auditors,
legal or other professional advisors, or other Persons
acting on a party’s behalf, including a Person specified in
an Authorization Form and the Person’s delegates;“Request for Transfer” means a request for transfer sent
using the SWIFT Network, as an MT 101 message type;“Restricted Business” means any Person, or Person owned
or controlled directly or indirectly by a Person, that owns,
operates, controls or receives revenue from an Internet or
online gambling business or operation, a shell bank, oris a business engaged in or associated with an improper,
illegal or unlawful activity, or any other business that RoyalBank may, in its discretion, determine to be a restrictedbusiness;“Royal Bank” means Royal Bank of Canada;“SCORE” means the Standardised Corporate Environment,
which enables businesses to use the SWIFT Network;“Security Device” means a security device, including
a card, token, code, password, identification number,certificate, test key and other security codes and devices,
including a business client identification number, Client
Card, or Digital Certificate;“Service” means each of Royal Bank’s business products
or services provided to or used by the Customer, including
any account, credit, cash management, investment, or
payment products or services;“Service Materials” means all hardware, software,equipment, information, or other Documents provided
by Royal Bank for the Services, including all Schedules,
Security Devices, rules and manuals of operation, guides,
training materials, reference materials, or other Documents
applicable to the Services;“Signing Certificate” means a certificate that is comprisedof a signature verification Public Key that corresponds to asigning Private Key subject to the exclusive access of theCertificate Holder;“SWIFT” means the Society for Worldwide Interbank
Financial Telecommunication SCRL;“SWIFT Documentation” means all SWIFT agreements,
terms, conditions, standards, orders, directives, guides,
and procedures, including the SWIFT General Terms andConditions;“SWIFT Network” means the computer link system
operated by SWIFT;“US” means the United States of America; and“US Base Rate” means the annual rate of interest RoyalBank announces from time to time as a reference rate fordetermining interest rates on US dollar commercial loans
in Canada.

® / ™ Trademark(s) of Royal Bank of Canada. RBC and Royal Bank areregistered trademarks of Royal Bank of Canada.
VPS70147

60000 (10/2012)