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Golden Credit Card Ltd. Partnership, et al. – ‘SF-3/A’ on 3/14/24 – ‘EX-10.4’

On:  Thursday, 3/14/24, at 4:24pm ET   ·   Accession #:  1104659-24-34515   ·   File #s:  333-269709, -01, -02

Previous ‘SF-3’:  ‘SF-3/A’ on 6/7/23   ·   Latest ‘SF-3’:  This Filing   ·   1 Reference:  To:  Royal Bank of Canada – ‘6-K’ on / for 5/3/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Golden Credit Card LP             SF-3/A                18:6.2M                                   Toppan Merrill/FA
          Golden Credit Card Trust
          Royal Bank of Canada

Document/Exhibit                   Description                      Pages   Size 

 1: SF-3/A      Pre-Effective Amendment to Shelf Registration       HTML   1.67M 
                Statement for a Qualified Offering of Asset-Backed               
                Securities                                                       
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    268K 
 3: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML      9K 
 4: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML    329K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    585K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    421K 
 7: EX-5.1      Opinion of Counsel re: Legality                     HTML     18K 
 8: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     16K 
 9: EX-10.1     Material Contract                                   HTML    204K 
10: EX-10.2     Material Contract                                   HTML    117K 
11: EX-10.3     Material Contract                                   HTML    685K 
12: EX-10.4     Material Contract                                   HTML    493K 
13: EX-10.5     Material Contract                                   HTML    123K 
14: EX-10.6     Material Contract                                   HTML    508K 
15: EX-10.7     Material Contract                                   HTML    208K 
16: EX-24.1     Power of Attorney                                   HTML     26K 
18: EX-FILING FEES  Filing Fees                                     HTML     44K 
17: EX-36.1     Depositor Certification for a Shelf Offering        HTML     11K 

Exhibit 10.4

[FORM OF SERIES 202● ● PURCHASE AGREEMENT]

ROYAL BANK OF CANADA
as Seller and initial Servicer

- and -

BNY TRUST COMPANY OF CANADA
as agent, nominee and bare trustee for and on behalf
of the Seller, the Co-Owners and the other Persons
who from time to time are party to a Series Purchase Agreement

- and -

GOLDEN CREDIT CARD LIMITED PARTNERSHIP
as the Series Co-Owner, by its managing general partner
GOLDEN CREDIT CARD GP INC.

SERIES 202●-● PURCHASE AGREEMENT

Relating to the Series 202●-● Ownership Interest

Dated as of ● ●, 202●

McCarthy Tétrault LLP

TABLE OF CONTENTS

SERIES PURCHASE AGREEMENT

THIS SERIES 202●-● PURCHASE AGREEMENT dated as of ● ●, 202●,

B E T W E E N:

ROYAL BANK OF CANADA, a Canadian chartered bank, as Seller and initial Servicer

- and -

BNY TRUST COMPANY OF CANADA, a trust company governed by the laws of Canada, as agent, nominee and bare trustee for and on behalf of the Seller, the Co-Owners and other Persons who from time to time are party to a Series Purchase Agreement

- and -

GOLDEN CREDIT CARD LIMITED PARTNERSHIP, a limited partnership governed by the laws of Ontario, by its managing general partner GOLDEN CREDIT CARD GP INC., a corporation governed by the laws of the Province of Ontario, as the Co-Owner

WHEREAS the Seller wishes to provide for the creation and Transfer of the Series 202●-● Ownership Interest to the Co-Owner and the Co-Owner wishes to purchase the Series 202●-● Ownership Interest, all on a fully-serviced basis;

AND WHEREAS pursuant to the Pooling and Servicing Agreement, the terms and attributes of the Series 202●-● Ownership Interest are set out in this Series 202●-● Purchase Agreement;

AND WHEREAS RBC has agreed to act as the initial Servicer with respect to the Series 202●-● Ownership Interest;

AND WHEREAS all other things necessary have been done and performed to provide the Co-Owner with all of the entitlements, property and rights contemplated herein and in the Pooling and Servicing Agreement in respect of the Series 202●-● Ownership Interest;

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Series 202●-● Purchase Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), this Series 202●-● Purchase Agreement witnesses and it is hereby agreed by the parties hereto as follows:

ARTICLE One
DEFINITIONS AND INTERPRETATIONS

Except as otherwise expressly specified in this Series 202●-● Purchase Agreement, all terms used in this Series 202●-● Purchase Agreement that are defined in the Pooling and Servicing Agreement, either directly or by reference therein, have the meanings ascribed to them in the Pooling and Servicing Agreement. In addition, the following terms have the respective meanings set forth below for all purposes of this Series 202●-● Purchase Agreement:

“Accumulation Commencement Day” means, with respect to the Series 202●-● Ownership Interest, the day and time of day determined as such in accordance with Section 2.02(c);

“Accumulation Period” means, with respect to the Series 202●-● Ownership Interest, the period commencing on the Accumulation Commencement Day and ending on the earliest of (a) the Distribution Day on which the Invested Amount of the Series 202●-● Ownership Interest is reduced to zero, (b) the Amortization Commencement Day for the Series 202●-● Ownership Interest, and (c) the Prescription Date;

“Additional Funding Expenses” means, in respect of any Determination Period, without duplication, the following amounts payable by the Co-Owner and allocable to the Series 202●-● Ownership Interest:

but shall not include Additional Funding Expenses or Funding Costs that have been paid or distributed to the Co-Owner;

“Administration Agreement” means the administration agreement dated as of March 31, 1999 between RBC, as Administrative Agent, and the Issuer Trustee, as it may be amended, supplemented, modified, restated or replaced from time to time;

“Administrative Agent” means RBC in its capacity as administrator under the Administration Agreement, or any successor Administrative Agent appointed pursuant to the Administration Agreement;

“Amortization Commencement Day” means the day specified as such in the Amortization Event Notice delivered pursuant to Section 6.02(a) or the day on which an Amortization Event occurs as set forth in Section 6.02(b);

“Amortization Event” means each of the events specified as Amortization Events in Section 3.15(a) of the Pooling and Servicing Agreement and each event specified in Section 6.01;

“Amortization Event Notice” means the written notice delivered by the Co-Owner or, if the Trust is the Co-Owner, the Administrative Agent pursuant to Section 6.02(a);

“Amortization Period” means with respect to the Series 202●-● Ownership Interest, the period commencing on the Amortization Commencement Day with respect to the Series 202●-● Ownership Interest and ending on the earlier of: (i) the first Reporting Day thereafter when the Invested Amount on the related Distribution Day is zero and all distributions to the Co-Owner in respect of the Series Ownership Entitlement shall have been made, and (ii) the Prescription Date.

“Available Reserve Amount” means, for any Distribution Day in relation to the Series 202●-● Ownership Interest, the amount, if any, on deposit in the Reserve Account on such day prior to the making of any deposits to or withdrawals from the Reserve Account as may be required hereunder;

“Beneficiary” shall have the meaning specified in the Declaration of Trust;

“Business Day” means, any day, other than a Saturday or Sunday or a day on which banks in the City of Toronto, Ontario or the City of New York, New York are not open for business;

“Canadian Dollar Equivalent” means, in relation to a Class of Notes, the Canadian Dollar equivalent of such amount ascertained using the relevant Initial Exchange Rate (as defined in the Swap Agreement) relating to such Class of Notes;

“Canadian Dollars” means the lawful money of Canada;

“Closing Date” means ● ●, 202●;

“Class A Notes” shall have the meaning ascribed thereto in the definition of Series 202●-● Notes;

[“Class B Note Monthly Interest” means, for any Interest Period, an amount equal to one-twelfth of the product of (a) [●% per annum], and (b) the aggregate principal amount of the Class B Notes as at the Determination Day immediately preceding the end of such Interest Period; provided, however, that with respect to the first Interest Period, the Class B Note Monthly Interest will be $●;]

[“Class B Notes” shall have the meaning ascribed thereto in the definition of Series 202●-● Notes;]

[“Class C Note Monthly Interest” means, for any Interest Period, an amount equal to one-twelfth of the product of (a) [●% per annum], and (b) the aggregate principal amount of the Class C Notes as at the Determination Day immediately preceding the end of such Interest Period; provided, however, that with respect to the first Interest Period, the Class C Note Monthly Interest will be $●;]

[“Class C Notes” shall have the meaning ascribed thereto in the definition of Series 202●-● Notes;]

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Contingent Successor Servicer Amount” means, for any Determination Period, the amount equal to one-twelfth of the product of (a) [2.0]%, and (b) the Invested Amount of the Series 202●-● Ownership Interest on the related Determination Day;

“Co-Owner” means Golden Credit Card Limited Partnership as owner of the Series 202●-● Ownership Interest, and any reference herein to the Co-Owner shall include the Managing GP acting in its capacity as managing general partner of Golden Credit Card Limited Partnership, in each case without individual liability, and shall include any successor in interest to the Co-Owner to the extent permitted hereunder and under the Pooling and Servicing Agreement, including the Trust;

“Cumulative Entitlement Deficiency” means, with respect to the Series 202●-● Ownership Interest for a Determination Day, an amount, which shall not be less than zero, equal to the amount, if any, by which:

exceeds

[“DBRS” means DBRS Limited, or its successors;]

“Declaration of Trust” means that declaration of trust dated as of March 31, 1999 providing for the establishment by The Canada Trust Company (as predecessor to the Issuer Trustee), a trust company incorporated under the laws of Canada, of the Trust as a trust under the laws of the Province of Ontario, as supplemented by a supplemental declaration of trust made as of April 22, 2008 among the Administrative Agent, The Canada Trust Company and the Issuer Trustee and a second supplemental declaration of trust made as of September 29, 2011 by the Issuer Trustee and as it may be further amended, supplemented, modified or restated from time to time in accordance with the terms thereof;

“Depositor” means Golden Credit Card Limited Partnership.

“Distribution Account” means in respect of the Series 202●-● Ownership Interest, the segregated Canadian Dollar Eligible Deposit Account established in the name of the Trust in accordance with Section 5.04 of the Pooling and Servicing Agreement and Section 5.01 and designated in Schedule A as the Distribution Account and any replacement thereof established pursuant to Section 5.04(f) of the Pooling and Servicing Agreement, which account shall constitute a Series Account in respect of the Series 202●-● Ownership Interest for the purpose of the Pooling and Servicing Agreement;

“Distribution Day” shall have the meaning specified in Section 2.02(h);

“Distribution Notice” shall have the meaning specified in Section 5.02;

“Eligible Deposit Account” means, in respect of the Collection Account, the Reserve Account, the Distribution Account and the Swap Collateral Account, each an account that is a segregated account with an Eligible Institution;

“Eligible Institution” means (a) any trust company (including the Custodian or the Issuer Trustee) or Schedule I chartered bank incorporated under the laws of Canada (including an affiliate of the Custodian or Issuer Trustee) or any province thereof (i) which has (A) a long-term unsecured debt rating of [“A” or better by DBRS] or a certificate of deposit rating or short-term credit rating of [“R-1(low)” or better by DBRS], (B) (x) a long-term certificate of deposit rating (if assigned) or issuer default rating (if no long-term certificate of deposit rating is assigned) of [“A” or better or a long-term unsecured debt rating of “A” or better by Fitch] or (y) a short-term certificate of deposit rating (if assigned) or issuer default rating (if no short-term certificate of deposit rating is assigned) of [“F1” or better or short-term credit rating of “F1” or better by Fitch] and (C) either a long-term counterparty risk assessment rating of [“A2” or better or a certificate of deposit rating or short-term credit rating of “Prime-1” by Moody’s], and (ii) whose deposits are insured by Canada Deposit Insurance Corporation or its successors, or (b) any institution that otherwise satisfies the Rating Agency Condition;

“Eligible Investment” means, at any time, in relation to the investment of funds on deposit in the Collection Account, the Reserve Account or the Distribution Account, an investment in a book-entry security or a negotiable instrument or security represented by instruments in bearer or registered form payable in Canadian Dollars that mature no later than the next Distribution Day such that funds are available for distribution on such Distribution Day in accordance with this Series 202●-● Purchase Agreement, the Trust Indenture and the Series Supplement, which evidence:

“EU Retention Rules” means Article 6 of the EU Securitization Regulation, together with any related regulatory technical standards and implementing technical standards and any official binding guidance published in relation thereto by the European Banking Authority, the European Securities and Markets Authority or the European Insurance and Occupational Pensions Authority (or, in any case, any predecessor authority) or by the European Commission, all (except as otherwise stated) as may be amended from time to time;

“EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017 (as amended by Regulation (EU) 2021/557, and (except as otherwise stated) as may be further amended and supplemented;

“Excess Spread Percentage” shall have the meaning ascribed thereto in the definition of Reserve Event;

“Expected Final Payment Date” means with respect to the Class A Notes[, Class B Notes] [and] [Class C Notes], ● ●, 202●;

[“Fitch” means Fitch Ratings, Inc. or its successors;]

“Funding Costs” means, for any Interest Period and the related Distribution Day, the sum of:

provided, however, that for the first Interest Period, the Funding Costs shall be $●;

“High Rating” shall have the meaning ascribed thereto in Section 5.08(b);

“Indenture Trustee” means CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada, in its capacity as indenture trustee under the Trust Indenture and in its individual capacity to the extent therein provided, or its successor in interest, or any successor Indenture Trustee appointed pursuant to the Trust Indenture;

“Initial Invested Amount” means such amount as specified in Section 2.02(b);

“Interest Payment Date” shall have the meaning ascribed thereto in the Trust Indenture and the Series Supplement;

“Interest Period” means, with respect to any Distribution Day, the period from and including the preceding Distribution Day (or the Closing Date in the case of the first Distribution Day) to and excluding such Distribution Day and the “related Interest Period” for any Determination Period is the Interest Period ending immediately before the Distribution Day immediately following such Determination Period;

“Investor Monthly Portfolio Report Summary” means the abbreviated form of servicer report to be delivered pursuant to Section 9.01(c);

“Issuer Trustee” means Computershare Trust Company of Canada, in its capacity as trustee of the Trust pursuant to the Declaration of Trust, and its successors in interest, or any successor Issuer Trustee appointed pursuant to, and in accordance with, the Declaration of Trust;

“Maximum Series Entitlement” means, in respect of the Series 202●-● Ownership Interest for a Determination Period, the amount determined in accordance with Section 4.01 for the Determination Period;

“Monthly Swap Payment” for an Interest Period, an amount equal to the Party B Fixed Amounts (as defined in the Swap Agreement) (which, for greater certainty, shall not include any amounts payable by the Trust upon any applicable early termination under the Swap Agreement) in respect of accruals under the Swap Agreement for the Class A[, Class B] [and] [Class C] Notes with respect to such Interest Period;

[“Moody’s” means Moody’s Investors Service, Inc. or its successors;]

“Payment Rate” means, for any Determination Period, a fraction (expressed as a percentage) the numerator of which is the aggregate amount of Collections for the Determination Period and the denominator of which is the Pool Balance as of the opening of business on the first day of such Determination Period;

“Pooling and Servicing Agreement” means the second amended and restated pooling and servicing agreement dated as of October 30, 2009 between RBC, as Seller and initial Servicer and BNY Trust Company of Canada, as Custodian as the same may be amended, modified, supplemented or restated from time to time;

“Pre-Accumulation Reserve Period” means with respect to the Series 202●-● Ownership Interest the following Distribution Days:

“Prescription Date” means, with respect to the Series 202●-● Ownership Interest, the date specified as such in Section 2.02(d);

“Qualified Dispute Resolution Professional” means a Person who shall be independent, impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who shall be appointed from a list of neutrals maintained by the American Arbitration Association.

“RBC” means Royal Bank of Canada, a Canadian chartered bank;

“Rating Agency” means [DBRS,] [Fitch] [and] [Moody’s] or any other credit rating agency selected from time to time by the Administrative Agent to provide a rating, and which does provide a rating, for the Series 202●-● Notes;

“Regulation AB” means Regulation AB under the U.S. Securities Act.

“Related Securities” means, with respect to the Series 202●-● Ownership Interest, the Series 202●-● Notes and for greater certainty for the purpose of determining whether a Rating Agency Condition has been satisfied under the Pooling and Servicing Agreement in respect of the Series 202●-● Ownership Interest, the definition of Related Securities in this Series 202●-● Purchase Agreement shall be used;

“Required Reserve Amount” means with respect to the Series 202●-● Ownership Interest during a period in which a Reserve Event has occurred and is continuing an amount equal to:

less, in each case, the cumulative amount withdrawn from the Reserve Account and deposited to the Distribution Account in accordance with Section 5.04(e) and/or the Distribution Notice;

“Reserve Account” means, in respect of the Series 202●-● Ownership Interest, the segregated Canadian Dollar Eligible Deposit Account established by the Servicer and maintained by the Custodian as agent for the Seller and the Co-Owner in accordance with Section 5.04 of the Pooling and Servicing Agreement and Section 5.04 and designated in Schedule A as the Reserve Account and any replacement thereof established pursuant to Section 5.04(b), which account shall constitute a Series Account in respect of the Series 202●-● Ownership Interest for the purposes hereof and the Pooling and Servicing Agreement;

“Reserve Account Available Collections” means in respect of the Series 202●-● Ownership Interest and a Determination Period, the amount, if any, by which (x) the Excess Finance Charge Receivable Collections for such Determination Period exceeds (y) the sum of (A) the Series Pool Losses for the related Determination Period, if any, and (B) during the Accumulation Period or Amortization Period the Cumulative Invested Amount Deficiency on the Determination Day immediately preceding the related Determination Day, less the amount, if any, withdrawn from the Reserve Account in respect of the Cumulative Invested Amount Deficiency on the Distribution Day related to such immediately preceding Determination Day;

“Reserve Event” shall occur with respect to the Series 202●-● Ownership Interest if, on a Reporting Day, the number, expressed as a percentage (the “Excess Spread Percentage”), equal to twelve times:

divided by

is less than [4.00]%, and a Reserve Event shall continue until the next Reporting Day on which the average of the Excess Spread Percentage for the three Determination Periods preceding such Reporting Day equals or exceeds [4.00]%;

“Series 202●-● Notes” means [collectively,] [(i)] the [●%] credit card receivables-backed [floating rate] Class A notes, Series 202●-● (the “Class A Notes”), [(ii) the [●%] credit card receivables-backed [floating rate]Class B notes, Series 202●-● (the “Class B Notes”);] [and] [(iii) the [●%] credit card receivables-backed [floating rate]Class C notes, Series 202●-● (the “Class C Notes”),] issued by the Trust on the date hereof pursuant to the Trust Indenture and the Series Supplement;

“Series 202●-● Ownership Interest” means the undivided co-ownership interest in the Account Assets and the undivided co-ownership interest with the Seller in the Reserve Account with the terms and attributes determined hereunder and under the Pooling and Servicing Agreement from time to time;

“Series 202●-● Purchase Agreement” means this agreement, as the same may be amended, modified, supplemented or restated from time to time;

“Series Allocable Percentage” means, in respect of a Determination Period and the Series 202●-● Ownership Interest, the fraction expressed as a percentage, the numerator of which is the principal amount of the outstanding Series 202●-● Notes (being, in the case of the Class A Notes, the Canadian Dollar Equivalent thereof) on the Determination Day immediately preceding such Determination Period (after all calculations, adjustments, allocations and distributions required to be made in respect of such Determination Day have been made) and the denominator of which is equal to the sum of the principal amount of and on all other notes of [the Co-Owner] [the Trust] (including the outstanding Series 202●-● Notes (being, in the case of the Class A Notes, the Canadian Dollar Equivalent thereof)) on such Determination Day which have been issued under the Trust Indenture;

“Series Supplement” means the supplemental indenture to the Trust Indenture dated as of the date hereof under which the Series 202●-● Notes are created and issued by the Trust;

“Servicer Termination Event” means, for the purposes of the Series 202●-● Series Purchase Agreement, the occurrence of one or more of the following:

“Swap Agreement” means the ISDA Master Agreement dated as of the date hereof, as between the Trust and the Swap Counterparty, as amended, supplemented, modified, restated or replaced from time to time, including the Schedule and Credit Support Annex thereto and together with [the] [each] Confirmation (as defined therein), each also dated the date hereof, in relation to the cross currency interest rate swap entered into in connection with the Class A Notes[, the Class B Notes] [and] [the Class C Notes];

“Swap Collateral Account” means the segregated U.S. Dollar Eligible Deposit Account established in the name of the Trust, and any replacement thereof established pursuant to Section 2.08;

“Swap Counterparty” means [Royal Bank of Canada] and its successors and assigns;

“Taxes” means all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, harmonized value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments or similar charges in the nature of a tax including Canada Pension Plan and provincial pension plan contributions, unemployment insurance payments and workers' compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign governmental authorities), and whether disputed or not;

“the Trust” means Golden Credit Card Trust;

“this Series 202●-● Purchase Agreement”, “herein”, “hereby”, “hereunder” and similar expressions means and refer to this Series 202●-● Purchase Agreement as originally executed, and as from time to time supplemented, amended, modified or restated and shall include any schedules and the forms of any deed or instrument supplemental or ancillary hereto, taken together, and not to any specific provision of this Series 202●-● Purchase Agreement or any such deed or instrument;

“Trust Indenture” means the trust indenture between the Issuer Trust and the Indenture Trustee dated as of July 9, 1999, as supplemented by a supplemental trust indenture made as of April 22, 2008 among the Indenture Trustee, The Canada Trust Company and the Issuer Trustee and a second supplemental trust indenture made as of January 26, 2017 between the Indenture Trustee and the Issuer Trustee and as the same may be further amended, modified or supplemented from time to time, and in respect of the Series 202●-● Notes as supplemented by the Series Supplement relating thereto;

“UK Retention Rules” means Article 6 of the UK Securitization Regulation, together with any related technical standards and official binding guidance published in relation thereto, all (except as otherwise stated) as may be amended from time to time;

“UK Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of December 12, 2017, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, as may be further amended and supplemented;

“U.S.$” or “U.S. Dollars” means the lawful money of the United States of America; and

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“U.S. Person” has the meaning given to such term in Section 7701(a)(30) of the Code.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

The division of this Series 202●-● Purchase Agreement into Articles, Sections and Schedules, the insertion of headings, and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Series 202●-● Purchase Agreement. Unless the context otherwise requires, references herein to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules, respectively, of this Series 202●-● Purchase Agreement.

The following Schedules referred to herein and annexed hereto are incorporated herein by reference and are deemed to be a part hereof:

This Series 202●-● Purchase Agreement is the “Series Purchase Agreement” referred to in the Pooling and Servicing Agreement that relates to the Series 202●-● Ownership Interest.

All parties hereto acknowledge that this Series 202●-● Purchase Agreement and each document related hereto (whether or not any of such documents is also drawn up in French) has been drawn up in English at the express will of the parties. Les parties à la présente convention conviennent que la présente convention ainsi que tout document qui s'y rattache (incluant tout document rédigé en français et en anglais) soient rédigés en langue anglaise à la volonté expresse des parties.

In the event that any term or provision contained herein shall conflict or be inconsistent with any term or provision of the Pooling and Servicing Agreement, the terms and provisions of this Series 202●-● Purchase Agreement shall govern; provided, however, that the terms of this Series 202●-● Purchase Agreement may modify or amend the terms of the Pooling and Servicing Agreement solely as applied to the Series 202●-● Ownership Interest.

In applying any definition or other term or provision hereof or of the Pooling and Servicing Agreement which contemplates a specific rating of a Rating Agency at a time,

For greater certainty, where any reference is made in this Series 202●-● Purchase Agreement, or in any other instrument executed pursuant hereto or contemplated hereby to which the Co-Owner or the Managing GP, as managing general partner of the Co-Owner, is party, to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, or a suit or proceeding to be taken by or against, (i) the Co-Owner or (ii) the Managing GP, such reference shall be construed and applied for all purposes as if it referred to an act to be performed by, an appointment to be made by, an obligation or liability of, an asset or right of, a discharge or release to be provided by, or a proceeding to be taken by or against, the Managing GP as managing general partner for the Co-Owner.

ARTICLE Two
CREATION, TRANSFER AND ATTRIBUTES OF THE SERIES 202●-● OWNERSHIP INTEREST

The Series 202●-● Ownership Interest shall have the following Principal Terms:

If any representation, warranty or covenant contained in Section 6.02(a) of the Pooling and Servicing Agreement is breached and such breach has a material adverse effect on the Co-Owner's interest in any Account Assets and continues unremedied for a period of 30 Business Days after delivery by the Custodian or the Co-Owner of written notice thereof to the Servicer, then the Servicer shall purchase all affected Account Assets on or before the expiry of such 30 Business Day period on the terms and conditions set forth in Section 6.02(d) of the Pooling and Servicing Agreement. On and after the date hereof, subject to Section 1.06, all other terms and conditions set out in the Pooling and Servicing Agreement relating to the Series 202●-● Ownership Interest shall apply to the Series 202●-● Ownership Interest without variation or amendment.

The Required Pool Percentage with respect to the Series 202●-● Ownership Interest shall be [107]% or such lesser percentage as may satisfy the Rating Agency Condition.

The annual report of the independent auditor of the Servicer to be delivered pursuant to Section 6.04 of the Pooling and Servicing Agreement in respect of the Series 202●-● Ownership Interest shall be substantially in the form attached as Schedule E or such other form as may be consistent with the recommendations or standards established from time to time by the Chartered Professional Accountants of Canada (formerly known as the Canadian Institute of Chartered Accountants).

If, at any time, any Swap Collateral Account ceases to be an Eligible Deposit Account the Servicer shall (a) within 30 days thereof, establish or cause to be established, a substitute Eligible Deposit Account for such Swap Collateral Account, (b) instruct the Person in whose name the Swap Collateral Account is established to transfer all funds and investments then deposited in or invested from the Swap Collateral Account to such substitute the Swap Collateral Account and (c) notify the Swap Counterparty of the account number of such substitute the Swap Collateral Account, the account designation of such the Swap Collateral Account and the name and address of the institution at which the Swap Collateral Account has been established. If a substitute the Swap Collateral Account is established, this Series 202●-● Purchase Agreement shall be deemed to be amended to include the relevant information for such substitute the Swap Collateral Account.

For the purposes of Section 5.01(b) of the Pooling and Servicing Agreement, if the Servicer is required to establish a substitute Eligible Deposit Account as the Collection Account, it shall do within 30 days of the Collection Account ceasing to be an Eligible Deposit Account.

ARTICLE Three
APPOINTMENT OF SERVICER AND CUSTODIAN

Pursuant to its agreement to Transfer the Series 202●-● Ownership Interest to the Co-Owner on a fully-serviced basis, RBC is hereby appointed as Servicer in respect of the Series 202●-● Ownership Interest and RBC hereby agrees to act in such capacity and to carry out the obligations of the Servicer under and in accordance with the terms of the Pooling and Servicing Agreement, as supplemented by this Series 202●-● Purchase Agreement, and accordingly, no separate fees shall be payable by the Co-Owner to RBC in its capacity as Servicer.

ARTICLE Four
MAXIMUM SERIES ENTITLEMENT

ARTICLE Five
DISTRIBUTIONS OF COLLECTIONS
AND PURCHASE PROCEEDS

The Cumulative Entitlement Deficiency and Cumulative Invested Amount Deficiency on the Determination Day immediately preceding the Purchase Date for the Series 202●-● Ownership Interest less any amounts withdrawn from the Reserve Account and deposited to the Distribution Account in respect of such amounts on the Purchase Date shall be added as an additional amount for the purposes of the purchase price calculations under Section 5.06(b)(iii) of the Pooling and Servicing Agreement.

Subject to the earlier commencement of an Amortization Period with respect to the Series 202●-● Ownership Interest, the Revolving Period for the Series 202●-● Ownership Interest will end and the Accumulation Period for the Series 202●-● Ownership Interest will begin on the Accumulation Commencement Day. The Accumulation Period will end on the earliest of (a) the first Distribution Day on which the Invested Amount with respect to the Series 202●-● Ownership Interest is reduced to zero, (b) the Amortization Commencement Day, if applicable, for the Series 202●-● Ownership Interest, and (c) the Prescription Date.

The Amortization Period will commence on the Amortization Commencement Day.

ARTICLE Six
AMORTIZATION

ARTICLE Seven
SERVICER TERMINATION EVENTS

A Servicer Termination Event may be waived by the Co-Owner by a Co-Owner Direction following notification to the Rating Agency.

ARTICLE Eight
AMENDMENTS TO AGREEMENTS

In addition to the general amending provisions set forth in Section 10.02 of the Pooling and Servicing Agreement, the parties hereto shall, upon the written request of the Seller, execute, acknowledge and deliver amendments and supplements to this Series 202●-● Purchase Agreement for any one or more of the following purposes:

The Seller and Custodian may amend Section 2.08 of the Pooling and Servicing Agreement without the consent of the Co-Owner to incorporate the provisions of Section 2.04(b) if at any time all outstanding Series have the same or similar restriction.

ARTICLE Nine
REPORTING

The Servicer will, on behalf of the Trust, cause to be filed with the Securities and Exchange Commission any periodic reports required to be filed under the U.S. Exchange Act, or the rules and regulations of the Securities and Exchange Commission under the U.S. Exchange Act. The Depositor will, at the expense of the Servicer, cooperate in any reasonable request of the Servicer in connection with such filings.

ARTICLE Ten
GENERAL

Except when the Custodian is specifically directed under the Pooling and Servicing Agreement or this Series 202●-● Purchase Agreement, if the Pooling and Servicing Agreement or this Series 202●-● Purchase Agreement contemplates that an action will be made or taken by the Custodian, for or on behalf of the Co-Owner, such action or decision shall only be taken upon a Co-Owner Direction of the Co-Owner.

This Series 202●-● Purchase Agreement shall be construed in accordance with and shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each of the parties hereby attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario.

All notices, documents and other communications to the Seller and the initial Servicer hereunder shall be given in the manner and at the addresses set forth in Section 10.04 of the Pooling and Servicing Agreement and in the case of the Co-Owner and the Custodian, below. A copy of any report, notice, document or other communication received by the Custodian pursuant to the Pooling and Servicing Agreement or this Series 202●-● Purchase Agreement or any Trust Document shall, forthwith upon receipt by the Custodian, be delivered to the Co-Owner at the address specified below, except if the Co-Owner is specified as a recipient. The address and facsimile number for the Co-Owner shall be as follows: Golden Credit Card Limited Partnership, c/o Golden Credit Card GP Inc., 14^th Floor, 155 Wellington Street West, Toronto, Ontario M5V 3K7, Attention: Director, Asset Securitization, facsimile no. (416) 974-1368. The address and facsimile number for the Custodian shall be as follows: BNY Trust Company of Canada, 1 York Street, 6^th Floor, Toronto, Ontario M5J 0B6, facsimile no. (416) 360-1711.

As supplemented by this Series 202●-● Purchase Agreement, the Pooling and Servicing Agreement is in all respects ratified and confirmed and the Pooling and Servicing Agreement as so supplemented by this Series 202●-● Purchase Agreement shall be read, taken and construed as one and the same instrument.

This Series 202●-● Purchase Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of ●, 202●. This Series 202●-● Purchase Agreement may be executed by way of electronic signature (including through an information system) and any such execution of this Series 202●-● Purchase Agreement shall be of the same legal effect, validity or enforceability as a manually executed signature.

For the purpose of Section 10.05 of the Pooling and Servicing Agreement, the assignment by the Co-Owner in favour of the Trust of all of the Co-Owner’s rights, benefits and the Series 202●-● Ownership Interest is a permitted assignment under the Pooling and Servicing Agreement and, for greater certainty, the Trust is a permitted assignee thereunder and such assignment shall not require any further written consent from the Seller, the Servicer or the Custodian or any further written notice to the Rating Agencies.

The Co-Owner shall have the right to disclose any information disclosed or released to it if in the opinion of the Co-Owner, or its legal counsel, it is required to disclose under any applicable laws or court order. The Co-Owner shall not be responsible or liable to any party for any loss or damage arising out of or in any way sustained or incurred or in any way relating to such disclosure, except for losses or damages caused by its own negligence, fraud or wilful misconduct.

Notwithstanding any prior termination of this Agreement, RBC and the Custodian hereby covenant and agree that they will not, prior to the date that is one year after the date on which all principal and all interest owing with respect to the Series 202●-● Notes has been paid in full, seek or institute, or join with any other Person in seeking or instituting, against the Co-Owner, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any Canadian federal or provincial or foreign, bankruptcy, insolvency, arrangement or similar laws, now or hereafter in effect, or otherwise take any action to appoint a receiver of the Co-Owner for all or any part of the Co-Owner’s assets or order, or join with any other Person seeking an order for, the winding-up or liquidation of the affairs of the Co-Owner.

[Signature Page to Follow]

IN WITNESS WHEREOF the parties have executed this Series 202●-● Purchase Agreement at the City of Toronto, in the Province of Ontario, on the ● day of ●, 20●●.

SCHEDULE A

DISTRIBUTION ACCOUNT
FOR THE SERIES 202●-● OWNERSHIP INTEREST

RESERVE ACCOUNT
FOR THE SERIES 202●-● OWNERSHIP INTEREST

SCHEDULE B
FORM OF NOTICE RESPECTING MAXIMUM SERIES ENTITLEMENT
(Series 202●-● Ownership Interest)

The following information is reported to you in our capacity as [● of ●], in accordance with Section 4.04 of the Second Amended and Restated Pooling and Servicing Agreement dated as of October 30, 2009, and Section 4.01(a) of the Series 202●-● Purchase Agreement dated as of ●, 2023:

SCHEDULE C
FORM OF SERIES 202●-● DISTRIBUTION NOTICE

1.             The Series 202●-● Distribution Notice

(1)            This Series 202●-● Distribution Notice is the “Distribution Notice” that relates to the Series 202●-● Ownership Interest and constitutes part of, and should be read together with, the Series 202●-● Purchase Agreement.

(2)            This Series 202●-● Distribution Notice shall be effective until the earlier of (a) the Distribution Day on which the Invested Amount of the Series 202●-● Ownership Interest has been reduced to zero, and (b) the Prescription Date, except if and to the extent otherwise provided in an amendment or modification hereto made in accordance with the Pooling and Servicing Agreement or the Series 202●-● Purchase Agreement.

2.             Definitions and Interpretation

(1)            Except as otherwise expressly specified in this Series 202●-● Distribution Notice, all terms used herein that are defined in the Series 202●-● Purchase Agreement, either directly or by reference therein, have the meanings ascribed to them in the Pooling and Servicing Agreement as supplemented by the Series 202●-● Purchase Agreement. In addition, the following terms have the respective meanings set forth below for all purposes of this Series 202●-● Distribution Notice:

“Accumulation Period Shortfall” means (i) for the second Distribution Day occurring during the Accumulation Period, the excess, if any, of the Controlled Accumulation Amount over the Series Principal Collections and Available Excess Collections for the first Determination Period occurring during the Accumulation Period deposited to the Distribution Account in respect of the Controlled Distribution Amount on such second Distribution Day occurring during the Accumulation Period, and (ii) for each subsequent Distribution Day during the Accumulation Period, the excess, if any, of, the Controlled Distribution Amount for such Distribution Day over the Series Principal Collections and Available Excess Collections for the related Determination Period deposited to the Distribution Account in respect of the Controlled Distribution Amount for such Distribution Day;

“Class” means a specific class of Series 202●-● Notes, being the Class A Notes, Class B Notes or Class C Notes;

“Controlled Accumulation Amount” means for any Distribution Day during the Accumulation Period an amount equal to $●; provided that if the Accumulation Period commences earlier than ●, 20●●, the Controlled Accumulation Amount shall equal the product of: (i) the Initial Invested Amount, and (ii) a fraction, the numerator of which shall be one and the denominator of which shall equal the number of Determination Periods during the Accumulation Period;

“Controlled Distribution Amount” means, for any Distribution Day during the Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Distribution Day and the Accumulation Period Shortfall, if any, for the preceding Distribution Day; and

“Series 202●-● Purchase Agreement” means the Series 202●-● Purchase Agreement dated as of the date hereof between Royal Bank of Canada, as Seller and initial Servicer, BNY Trust Company of Canada, as Custodian and Golden Credit Card Limited Partnership, as Series 202●-● Co-Owner, executed and delivered in connection with the creation of the Series 202●-● Ownership Interest and to which this Series 202●-● Distribution Notice relates, as it may be amended, supplemented, modified or restated from time to time including by this Series 202●-● Distribution Notice; and

(2)            If any term or provision contained herein conflicts or is inconsistent with any term or provision of the Series 202●-● Purchase Agreement, the terms and provisions of the Series 202●-● Purchase Agreement shall govern, and, for greater certainty, the obligation of the Servicer pursuant to Section 3 hereof with respect to the withdrawal or depositing of funds is limited to its obligation to only withdraw or deposit such funds as are available in the applicable accounts for such purpose.

3.             Deposit of Amounts into the Distribution Account

In respect of the Series 202●-● Ownership Interest, the Custodian is hereby irrevocably directed as follows, subject to the application of Section 5.02 of the Pooling and Servicing Agreement, Section 5.08 of the Series 202●-● Purchase Agreement and the terms hereof:

For greater certainty, (A) no deposit to the Distribution Account shall be required pursuant to Section 5.05(d)(ii) of the Pooling and Servicing Agreement, and (B) the Series 202●-● Co-Owner acknowledges and agrees that all monies deposited into the Distribution Account hereunder shall be distributed to those Persons in the order of priority specified in the Trust Indenture, to the extent applicable.

ACKNOWLEDGEMENT. We acknowledge that the effective date of this Series 202●-● Distribution Notice is the date first above written and that this Series 202●-● Distribution Notice forms part of the Series 202●-● Purchase Agreement.

SCHEDULE D
FORM OF MONTHLY PORTFOLIO REPORT

See Attached.

SCHEDULE E
FORM OF AUDITOR REPORT

INDEPENDENT AUDITOR’S REPORT
on the attached schedules of the Servicer

To Royal Bank of Canada, as Servicer.

Our opinion

In our opinion, the accompanying financial information with respect to the Annual Summary Portfolio Report for the Series 202●-● Ownership Interest of [Golden Credit Card Trust] (the Entity) as at December 31, ● and for the year ended is prepared, in all material respects, in accordance with the financial reporting provisions of section 6.04 of the Second Amended and Restated Pooling and Servicing Agreement dated as of October 30, 2009 (the Pooling and Servicing Agreement) and section 2.07 of the Series 202●-● Purchase Agreement dated as of ●, 2023 (the Purchase Agreement).

What we have audited

The Entity’s financial information comprises:

● the accounts assets information with respect to the Series 202●-● Ownership Interest as at and for the year ended December 31, ●;

● the Series 202●-● ownership information for the year ended December 31, ●; and

● the notes to the financial information and other explanatory information (collectively referred to as the Schedules).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Schedules section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the Schedules in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Emphasis of matter – basis of accounting and restriction on distribution and use

We draw attention to the fact that the Schedule relates solely to the Series 202●-● Ownership Interest and not the Entity as a whole. These Schedules are, therefore, not necessarily indicative of results that would have occurred if the Series 202●-● Ownership Interest had been a separate stand-alone entity during the year presented. Our opinion is not modified in respect of this matter.

We draw attention to note 1 to the Schedules, which describes the basis of accounting. The Schedules are prepared to assist the Entity to comply with the financial reporting provisions of the Pooling and Servicing Agreement and the Purchase Agreement. As a result, the Schedules may not be suitable for another purpose. Our report is intended solely for BNY Trust Company of Canada as Custodian, Royal Bank of Canada as Seller and Servicer, [Golden Credit Card Limited Partnership as Co-owner, Golden Credit Card GP Inc. as Managing GP] [Golden Credit Card Trust, as Co-Owner, Computershare Trust Company of Canada as Issuer Trustee] and DBRS Limited, Standard & Poor’s Ratings Services, Moody’s Investor Services Inc. and Fitch Ratings Inc. as Rating Agencies and should not be distributed or used by parties other than BNY Trust Company of Canada as Custodian, Royal Bank of Canada as Seller and Servicer, [Golden Credit Card Limited Partnership as Co-owner, Golden Credit Card GP Inc. as Managing GP] [Golden Credit Card Trust, as Co-Owner, Computershare Trust Company of Canada as Issuer Trustee] and DBRS Limited, Standard & Poor’s Ratings Services, Moody’s Investor Services Inc. and Fitch Ratings Inc. as Rating Agencies. Our opinion is not modified in respect of this matter.

Responsibilities of the Administrative Agent and those charged with governance for the Schedules

[Royal Bank of Canada in its capacity as the Administrative Agent of the Golden Credit Card Trust (management) is responsible for the preparation of the Schedules in accordance with the financial reporting provisions of the Pooling and Servicing Agreement and the Purchase Agreement, and for such internal control as management determines is necessary to enable the preparation of the Schedules that are free from material misstatement, whether due to fraud or error.]

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

Auditor’s responsibility for the audit of the Schedules

Our objectives are to obtain reasonable assurance about whether the Schedules as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Schedules.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

● Identify and assess the risks of material misstatement of the Schedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

[To be signed [Name of Auditor]]

Chartered Professional Accountants
Licensed Public Accountants
[Date]

[Attachments – Schedules]

SERIES OWNERSHIP INFORMATION

Invested Amount: - $ ●

ACCOUNT ASSETS INFORMATION

SCHEDULE F

[(1) Calculated in accordance with the Transaction Documents, where the amount of the Retained Interest is equal to the Pool Balance less the sum of the Invested Amount of each Series. The Retained Interest percentage is equal to the amount of the Retained Interest divided by the Pool Balance.]

[(2) Calculated in accordance with Regulation RR, where the Seller’s Interest percentage is equal to the amount of the Retained Interest (calculated as described in footnote (1) above) divided by the aggregate principal amount of each series of Notes. In determining the aggregate principal amount of each series of Notes, the rate of exchange of the Canadian dollar to the U.S. dollar in the swap agreement for such series of Notes has been used, where applicable.]

[(3) As of the date of this report, Royal Bank of Canada, as “originator” for the purposes of the EU Securitization Regulation and the UK Securitization Regulation, currently retains a material net economic interest that is not less than 5% of the nominal value of the securitized exposures, in the form of the Retained Interest which constitutes an originator’s interest as provided in paragraph (b) of Article 6(3) of the EU Securitization Regulation and the UK Securitization Regulation, which such interest is not hedged or otherwise mitigated except to the extent permitted by the applicable EU Retention Rules and the UK Retention Rules.]

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SF-3/A’ Filing		Date		Other Filings
Filed on:		3/14/24		424B2
		12/12/17		424B2,  FWP
		1/26/17		424B2,  FWP
		9/29/11		424B2,  6-K,  FWP
		10/30/09		424B2
		4/22/08
		7/9/99
		3/31/99
				List all Filings

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1 Previous Filing that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/23 Royal Bank of Canada 6-K 5/03/23 2:208K Donnelley … Solutions/FA

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