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Golden Credit Card Ltd. Partnership, et al. – ‘SF-3/A’ on 3/14/24 – ‘EX-4.2’

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 4.2

[FORM OF SUPPLEMENTAL INDENTURE]

SUPPLEMENTAL INDENTURE

between

GOLDEN CREDIT CARD TRUST^®

by

COMPUTERSHARE TRUST COMPANY OF CANADA
as Issuer Trustee

and

CIBC MELLON TRUST COMPANY
as Indenture Trustee

relating to the

[●%] CREDIT CARD RECEIVABLES-BACKED
CLASS A [FLOATING RATE] NOTES, SERIES 202●-●;

[[●%] CREDIT CARD RECEIVABLES-BACKED
CLASS B [FLOATING RATE] NOTES, SERIES 202●-●];

[AND]

[[●%] CREDIT CARD RECEIVABLES-BACKED
CLASS C [FLOATING RATE] NOTES, SERIES 202●-●]

Made as of ● ●, 202●

McCarthy Tétrault LLP

TABLE OF CONTENTS

[●%] CREDIT CARD RECEIVABLES-BACKED
CLASS A [FLOATING RATE] NOTES, SERIES 202●-●;

[[●%] CREDIT CARD RECEIVABLES-BACKED
CLASS B [FLOATING RATE] NOTES, SERIES 202●-●]; [AND]

[[●%] CREDIT CARD RECEIVABLES-BACKED
CLASS C [FLOATING RATE] NOTES, SERIES 202●-●]

SERIES 202●-● SUPPLEMENTAL INDENTURE made as of ● ●, 202●, between GOLDEN CREDIT CARD TRUST, a trust established under the laws of the Province of Ontario pursuant to a Declaration of Trust made as of March 31, 1999 as supplemented as of April 22, 2008 and September 29, 2011 (the “Trust”), by COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company established under the laws of Canada (the “Issuer Trustee”) and CIBC MELLON TRUST COMPANY, a trust company established under the laws of Canada (the “Indenture Trustee”).

WHEREAS, pursuant to the Trust Indenture, provision was made for the issuance of Notes from time to time;

AND WHEREAS, pursuant to Section 2.03 of the Trust Indenture, the Notes may, at the election of the Issuer Trustee, be issued in one or more Series and Classes by the execution and delivery of a Related Supplement;

AND WHEREAS the Issuer Trustee has authorized the issuance of a Series of Notes to be designated as the “Series 202●-● Notes” consisting of [(a)] a Class of Notes to be known as the [●%] Credit Card Receivables-Backed Class A [Floating Rate] Notes, Series 202●-●, [(b) a Class of Notes to be known as the [●%] Credit Card Receivables-Backed Class B [Floating Rate] Notes, Series 202●-●], [and] [(c) a Class of Notes to be known as the [●%] Credit Card Receivables-Backed Class C [Floating Rate] Notes, Series 202●-●];

AND WHEREAS the parties are executing and delivering this Supplemental Indenture to provide for the creation and issuance of the Series 202●-● Notes; and

AND WHEREAS the foregoing recitals and statements of fact are made by the Trust and not by the Indenture Trustee.

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES and it is hereby covenanted, agreed and declared as follows:

Article 1 - iNTERPRETATION

(1)           All initial capitalized terms used in this Supplemental Indenture that are defined in the Trust Indenture, the Series 202●-● Purchase Agreement or the Pooling and Servicing Agreement, either directly or by reference therein, shall have the meanings specified therefor in the Trust Indenture, the Series 202●-● Purchase Agreement or the Pooling and Servicing Agreement, as the case may be, except to the extent that, subject to Section 1.02, such terms are defined or modified in this Supplemental Indenture or the context otherwise requires.

(2)           In addition, whenever used in this Supplemental Indenture or in the Trust Indenture with respect to the Series 202●-● Notes, the following terms shall have the following meanings, respectively:

“60+-Day Delinquency Rate” shall mean, for any Monthly Period, the delinquency rate calculated as a ratio (expressed as a percentage) of the aggregate dollar amount of Receivables that are 60 or more days delinquent to the aggregate dollar amount of all of the Receivables, measured as of the end of such Monthly Period.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of ● ●, 202●, among the Depositor, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means Clayton Fixed Income Servicers LLC, a Delaware limited liability company.

“Asset Review Quorum” shall mean Class A[, Class B] [and] [Class C] Noteholders evidencing at least 5% of the aggregate unpaid principal amount of the Class A[, Class B] [and] [Class C] Notes outstanding.

[“Benchmark” means, initially, the [USD Compounded SOFR Index]; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the USD Compounded SOFR Index (or the published SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement;]

[“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent or its designee as of the Benchmark Replacement Date:

(1) the sum of: (a) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then current Benchmark and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and

(3) provided that if (i) the Benchmark Replacement cannot be determined in accordance with clause (1) or (2) above as of the Benchmark Replacement Date or (ii) the Calculation Agent or its designee shall have determined that the ISDA Fallback Rate determined in accordance with clause (2) above is not an industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time, then the Benchmark Replacement shall be the sum of: (a) the alternate rate of interest that has been selected by the Calculation Agent or its designee as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment;]

[“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent or its designee as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time;]

[“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions or interpretations of interest period, the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other administrative matters) that the Calculation Agent or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Calculation Agent or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Calculation Agent or its designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Calculation Agent or its designee determines is reasonably practicable);]

[“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination;]

[“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative;]

“Calculation Agent” means [Royal Bank of Canada], in its capacity as calculation agent under the Swap Agreement, or any replacement calculation agent appointed under the Swap Agreement;

“Canadian Dollar Equivalent” means, in relation to the Class A Notes[, the Class B Notes,] [and] [the Class C 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” or “CDN$” means the lawful money of Canada;

“Class” means the Class A Notes[, the Class B Notes,] [or] [the Class C Notes,] [as the case may be];

“Class A Interest Rate” shall mean [●% per annum][, (i) for each Class A Note Interest Period until the occurrence of a Benchmark Replacement Date, an annual rate of interest equal at any time to the sum of (a) USD Compounded SOFR Index determined for the Class A Interest Rate Determination Day relating to such Class A Note Interest Period, plus (b) ●%; and (ii) in connection with a Benchmark Transition Event and its related Benchmark Replacement Date, the rate determined in accordance with subsection 2.01(1)(c)(v)];

[“Class A Interest Rate Determination Day” means, for each Class A Note Interest Period, (A) if the Benchmark is USD Compounded SOFR Index, the day that is five U.S. Government Securities Business Days preceding the last day of such Class A Note Interest Period, and (B) if the Benchmark is any other rate, the date determined by the Calculation Agent, in each case subject to any Benchmark Replacement Conforming Changes;]

[“Class A Note Interest Payment Date” means the 15th day of each month of each year, or if such day is not a Business Day, the next succeeding Business Day, commencing ● ●, 202●;]

“Class A Note Interest Period” means, in respect of the Class A Notes, (i) the period from and including the Closing Date to but excluding the first Class A Note Interest Payment Date, and (ii) thereafter (including during any Amortization Period), the period from and including the Class A Note Interest Payment Date to but excluding the next following Class A Note Interest Payment Date;

“Class A Note Liquidation Account” means, in respect of the Class A Notes, the segregated U.S. Dollar Eligible Deposit Account established by or on behalf of and maintained by the Indenture Trustee for the Class A Noteholders in accordance with Section 5.01 and designated in Schedule D as the Class A Note Liquidation Account, and any replacement thereof established pursuant to Section 5.01(2);

“Class A Noteholders” means, collectively, the holders of the Class A Notes;

“Class A Notes” means the [●%] Credit Card Receivables-Backed Class A [Floating Rate] Notes, Series 202●-●;

[“Class B Interest Rate” shall mean [●% per annum][, (i) for each Class B Note Interest Period until the occurrence of a Benchmark Replacement Date, an annual rate of interest equal at any time to the sum of (a) USD Compounded SOFR Index determined for the Class B Interest Rate Determination Day relating to such Class B Note Interest Period, plus (b) ●%; and (ii) in connection with a Benchmark Transition Event and its related Benchmark Replacement Date, the rate determined in accordance with subsection 2.01(1)(c)(v)];]

[“Class B Interest Rate Determination Day” means, for each Class B Note Interest Period, (A) if the Benchmark is USD Compounded SOFR Index, the day that is five U.S. Government Securities Business Days preceding the last day of such Class B Note Interest Period, and (B) if the Benchmark is any other rate, the date determined by the Calculation Agent, in each case subject to any Benchmark Replacement Conforming Changes;]

[“Class B Note Interest Payment Date” means, prior to the occurrence of a Related Event of Default which has not been waived or remedied, the 15^th day of ● and ● of each year (or if such day is not a Business Day, the next succeeding Business Day), commencing ● ●, 202● and, on or following the occurrence of a Related Event of Default which has not been waived or remedied, each Special Payment Date;]

[“Class B Note Interest Period” means, in respect of the Class B Notes, (i) the period from and including the Closing Date to but excluding the first Class B Note Interest Payment Date, and (ii) thereafter (including during any Amortization Period), the period from and including the Class B Note Interest Payment Date to but excluding the next following Class B Note Interest Payment Date;]

[“Class B Note Liquidation Account” means, in respect of the Class B Notes, the segregated [U.S.] [Canadian] Dollar Eligible Deposit Account established by or on behalf of and maintained by the Indenture Trustee for the Class B Noteholders in accordance with Section 5.02 and designated in Schedule E as the Class B Note Liquidation Account, and any replacement thereof established pursuant to Section 5.02(2);]

[“Class B Notes” means the [●%] Credit Card Receivables-Backed Class B [Floating Rate] Notes, Series 202●-●;]

[“Class B Noteholders” means, collectively, the holders of the Class B Notes.]

[“Class C Interest Rate” shall mean [●% per annum][, (i) for each Class C Note Interest Period until the occurrence of a Benchmark Replacement Date, an annual rate of interest equal at any time to the sum of (a) USD Compounded SOFR Index determined for the Class C Interest Rate Determination Day relating to such Class C Note Interest Period, plus (b) ●%; and (ii) in connection with a Benchmark Transition Event and its related Benchmark Replacement Date, the rate determined in accordance with subsection 2.01(1)(c)(v)];]

[“Class C Interest Rate Determination Day” means, for each Class C Note Interest Period, (A) if the Benchmark is USD Compounded SOFR Index, the day that is five U.S. Government Securities Business Days preceding the last day of such Class C Note Interest Period, and (B) if the Benchmark is any other rate, the date determined by the Calculation Agent, in each case subject to any Benchmark Replacement Conforming Changes;]

[“Class C Note Interest Payment Date” means, prior to the occurrence of a Related Event of Default which has not been waived or remedied, the 15^th day of ● and ● of each year (or if such day is not a Business Day, the next succeeding Business Day), commencing ● ●, 202● and, on or following the occurrence of a Related Event of Default which has not been waived or remedied, each Special Payment Date;]

[“Class C Note Interest Period” means, in respect of the Class C Notes, (i) the period from and including the Closing Date to but excluding the first Class C Note Interest Payment Date, and (ii) thereafter (including during any Amortization Period), the period from and including the Class C Note Interest Payment Date to but excluding the next following Class C Note Interest Payment Date;]

[“Class C Note Liquidation Account” means, in respect of the Class C Notes, the segregated [U.S.] [Canadian] Dollar Eligible Deposit Account established by or on behalf of and maintained by the Indenture Trustee for the Class C Noteholders in accordance with Section 5.02 and designated in Schedule F as the Class C Note Liquidation Account, and any replacement thereof established pursuant to Section 5.02(3);]

[“Class C Noteholders” means, collectively, the holders of the Class C Notes.]

[“Class C Notes” means the [●%] Credit Card Receivables-Backed Class C [Floating Rate] Notes, Series 202●-●;]

“Clearing Agency” means, [(i)] for the purposes of the Class A Notes[, the Class B Notes,] [and] [the Class C Notes,] issued under this Supplemental Indenture, The Depository Trust Company, until a successor shall have been appointed and become such pursuant to the applicable provisions of the Trust Indenture and this Supplemental Indenture, and thereafter, “Clearing Agency” shall mean or include such successor [and (ii) for the purposes of [the Class B Notes] [or] [the Class C Notes] issued under this Supplemental Indenture, CDS Clearing and Depository Services Inc., until a successor shall have been appointed and become such pursuant to the applicable provisions of the Trust Indenture and this Supplemental Indenture, and thereafter, “Clearing Agency” shall mean or include such successor];

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

“Collateral Deposit Amount” means any amount required pursuant to the Swap Agreement to be deposited by the Swap Counterparty to the Swap Collateral Account upon certain ratings downgrades of the Swap Counterparty as described in the Swap Agreement;

“Counterparty Termination Payment” shall have the meaning ascribed thereto in Section 3.01(e);

“Credit Support Balance” shall have the meaning ascribed thereto in the Swap Agreement;

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

“Delinquency Trigger” shall mean each occurrence, as determined by the Servicer, where the Three-Month Average 60+-Day Delinquency Rate equals or exceeds the then-current Delinquency Trigger Rate.

“Delinquency Trigger Rate” shall mean, initially, [8.00]%, which percentage will be reviewed and may be adjusted from time to time as set forth in Sections 14.01(b) and 14.01(c).

“Distribution Account” means, for the purposes of the Trust Indenture and this Supplemental Indenture, the Distribution Account established and maintained by the Trust pursuant to the Series 202●-● Purchase Agreement;

“Distribution Day” shall have the meaning ascribed thereto in the Series 202●-● Purchase Agreement;

“Distribution Notice” shall have the meaning ascribed thereto in the Series 202●-● Purchase Agreement;

“Eligible Deposit Account” means, in respect of the Class A Note Liquidation Account[, the Class B Note Liquidation Account] [and] [the Class C Note Liquidation Account], [each] an account that is a segregated account with an Eligible Institution;

“ERISA” shall have the meaning ascribed thereto in Section 2.02(c);

“Expected Final Payment Date” shall have the meaning ascribed thereto in Section 2.01(1)(h);

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

“High Rating” means, in respect of RBC, a rating of RBC’s certificates of deposit or short-term indebtedness of [“R-1(middle)”] or higher from [DBRS], a rating of RBC’s short-term certificates of deposit (if assigned) or an RBC issuer default rating (if no certificate of deposit rating is assigned) of [“F1”] or higher from [Fitch] or a rating of RBC’s short-term indebtedness of [“F1”] or higher from [Fitch] and a rating of RBC’s certificates of deposit or short-term indebtedness of [“Prime-1”] or higher from [Moody’s]; or the equivalent thereof from time to time from such Rating Agency or other Related Rating Agency designated by the Trust;

“Initial Purchaser” means [RBC Capital Markets];

“Indenture Trustee” means CIBC Mellon Trust Company, a trust company 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;

“Interest Payment Date” means [the 15th day of each month of each year, or if such day is not a Business Day, the next succeeding Business Day, commencing ● ●, 202●] [the Class A Note Interest Payment Date, [the Class B Note Interest Payment Date] [and] [the Class C Note Interest Payment Date,] [as the case may be]];

[“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time;]

[“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark;]

[“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment;]

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

[“Non-Distributed Amount” means for any Distribution Day prior to the occurrence of a Related Event of Default, an amount that is equal to:

[“Observation Period” means, in respect of each Class A [Class B] [and] [Class C] Note Interest Period, the period from, and including, the date five U.S. Government Securities Business Days preceding the first date in such Class A [Class B] [and] [Class C] Note Interest Period to, but excluding, the date five U.S. Government Securities Business Days preceding the Interest Payment Date for such Class A [Class B] [and] [Class C] Note Interest Period.]

“Originator’s Representation and Indemnity Covenant” means the representation and indemnity covenant of RBC dated as of the date hereof in favour of the Trust, the Issuer Trustee and the Indenture Trustee;

“Pooling and Servicing Agreement” means the second amended and restated pooling and servicing agreement dated as of October 30, 2009 among RBC, as Seller and initial Servicer, BNY Trust Company of Canada, as Custodian, and the Co-Owners and other Persons who are from time to time party to Series Purchase Agreements, as the same may be amended, modified, supplemented or restated from time to time;

“Prescription Date” shall have the meaning ascribed thereto in Section 2.01(1)(h);

[“QIB” means a “qualified institutional buyer” within the meaning of Rule 144A of the U.S. Securities Act;]

[“Reg S Note” shall have the meaning ascribed thereto in Section 2.02(b);]

[“Reg S Global Note” shall have the meaning ascribed thereto in Section 2.02(b);]

[“Regulation S” means Regulation S under the U.S. Securities Act;]

“Related Asset Interests” means (a) the Series 202●-● Ownership Interest, (b) all rights, interests and benefits acquired by the Trust pursuant to the Related Programme Agreements in respect of the Series 202●-● Ownership Interest and (c) all proceeds of the foregoing;

[“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is USD Compounded SOFR Index, the SOFR Index Determination Time, and (2) if the Benchmark is not USD Compounded SOFR Index, the time determined by the Calculation Agent or its designee in accordance with the Benchmark Replacement Conforming Changes;]

[“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York or any successor thereto;]

“Restricted Notes” shall have the meaning ascribed thereto in Section 2.02(a);

[“Retained Notes” means any Series 202●-● Notes, or interests therein, beneficially owned by the Trust or one of its owners or an entity which, for U.S. federal income tax purposes, is considered the same Person as the Trust or one of its owners, until such time as such Series 202●-● Notes are the subject of an opinion pursuant to Section 2.02(h) hereof;]

[“Rule 144A” means Rule 144A under the U.S. Securities Act;]

[“Rule 144A Note” shall have the meaning ascribed thereto in Section 2.02(a);]

[“Rule 144A Global Note” shall have the meaning ascribed thereto in Section 2.02(a);]

“Series Issuance Date” means ● ●, 202●;

“Series 202●-● Noteholders” means, collectively, the holders of the Series 202●-● Notes;

“Series 202●-● Notes” means, [collectively,] the Class A Notes[, the Class B Notes] [and] [the Class C Notes];

“Series 202●-● Purchase Agreement” means the series purchase agreement dated as of the date hereof between RBC, the Custodian and the Depositor, specified as the “Series 202●-● Purchase Agreement”, as it may be amended, supplemented, modified or restated from time to time to the extent permitted by the Trust Indenture and this Supplemental Indenture;

[“Similar Law” shall have the meaning ascribed thereto in Section 2.02(c);]

[“Special Payment Date” means the 15^th day of each month (or if such day is not a Business Day, the next following Business Day), commencing on or following the occurrence of a Related Event of Default which has not been waived or remedied;]

[“SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the SOFR Administrator on the SOFR Administrator’s Website;]

[“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR);]

[“SOFR Administrator’s Website” means the website of the SOFR Administrator, currently at http://www.newyorkfed.org, or any successor source;]

[“SOFR Index” means, with respect to any U.S. Government Securities Business Day:

(1) the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:

(2) if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then:

(i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then “USD Compounded SOFR Index Rate” means, for the applicable Class A[, Class B] [and] [Class C] Note Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website; or

(ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then the Benchmark Replacement shall replace USD Compounded SOFR Index or the then-current Benchmark for all purposes relating to the Class A Notes[, the Class B Notes] [and] [the Class C Notes] in respect of such determination on such date and all determinations on all subsequent dates;]

“Supplemental Indenture” means this Supplemental Indenture, together with the Schedules hereto, as amended, supplemented, modified, restated or replaced from time to time, together with all schedules hereto and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Supplemental Indenture and not to any Article, Section, paragraph, subparagraph or clause hereof;

“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 in accordance with Section 2.01(1)(p) and designated in Schedule G as the Swap Collateral Account and any replacement thereof established pursuant to the Series 202●-● Purchase Agreement;

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

“Swap Exchange Amount” means, for any Interim Exchange Date, the Interim Exchange Amount and, on the Final Exchange Date, the Final Exchange Amount (each as defined in the [related] Confirmation), payable by the Trust on such dates under the Swap Agreement for the Class A Notes[, the Class B Notes] [and] [the Class C Notes];

“Swap Payment” means, for any Swap Payment Date, the Party B Fixed Amount (as defined in the [related] Confirmation), payable by the Trust on such Swap Payment Date under the Swap Agreement for the Class A Notes[, the Class B Notes] [and] [the Class C Notes];

“Swap Payment Date” means each “Payment Date” as defined under the Swap Agreement;

“Three-Month Average 60+-Day Delinquency Rate” shall mean, as of any date of determination, (a) the sum of the 60+-Day Delinquency Rates for the three Monthly Periods immediately preceding such date of determination divided by (b) three.

“Trust Indenture” means the trust indenture made as of July 9, 1999 between the Trust and the Indenture Trustee, 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 further amended, supplemented, modified or restated from time to time;

“Trustees” means, collectively, the Issuer Trustee and the Indenture Trustee;

[“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment;]

[“USD Compounded SOFR Index” means, as of any Class A [Class B] [and] [Class C] Interest Rate Determination Day, the amount determined by the Calculation Agent in accordance with the following formula:

where:

“SOFR Index_Start” means for Class A [Class B] [and] [Class C] Note Interest Periods other than the initial Class A[, Class B] [and] [Class C] Note Interest Period, the SOFR Index value on the preceding Class A[, Class B] [and] [Class C] Interest Rate Determination Day, and, for the initial Class A[, Class B] [and] [Class C] Note Interest Period, the SOFR Index value on ● ●, 202●;

“SOFR Index_End” means the SOFR Index value on the Class A[, Class B] [and] [Class C] Interest Rate Determination Day relating to the applicable Interest Payment Date (i.e., the day that is five U.S. Government Securities Business Days preceding the applicable Interest Payment Date; and

“d” is the number of calendar days in the relevant Observation Period;]

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

[“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday, or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities;]

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

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

Subject to the next following sentences, this Supplemental Indenture is supplemental to the Trust Indenture and the Trust Indenture shall be read in conjunction with this Supplemental Indenture and all of the provisions of the Trust Indenture shall apply to and shall have effect in connection with this Supplemental Indenture in the same manner as if all of the provisions of the Trust Indenture and of this Supplemental Indenture were contained in one instrument. If any terms of the Trust Indenture are inconsistent with the express terms hereof, the terms of the Trust Indenture shall be, solely in respect of the Series 202●-● Notes, amended and supplemented so as to be consistent herewith. The provisions of this Supplemental Indenture are applicable only in respect of the Series 202●-● Notes and not the Notes of any other Series.

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

Article 2 - Principal Terms

Any Book-Entry Note shall represent such of the outstanding Series 202●-● Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Series 202●-● Notes from time to time endorsed thereon and that the aggregate amount of outstanding Series 202●-● Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, transfers or exchanges permitted hereby. Any endorsement of a Book-Entry Note to reflect the amount of any increase or decrease in the amount of outstanding Series 202●-● Notes represented thereby shall be made by the Indenture Trustee or the Clearing Agency, at the direction of the Indenture Trustee, in such manner and upon instructions given by the holder of such Series 202●-● Notes in accordance with this Supplemental Indenture.

A Series 202●-● Note that is a Book-Entry Note may be exchanged in whole or in part for Series 202●-● Notes registered in the name of any Person other than the Clearing Agency or a nominee thereof if the Clearing Agency for the Series 202●-● Notes (i)(a) notifies the Trust that it is unwilling or unable to continue as depository for the Book-Entry Notes and the Trust fails to appoint a successor depository or (b) has ceased to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended; (ii) the Trust, at its option, notifies the Indenture Trustee in writing that it elects to cause the issuance of the Definitive Notes; or (iii) there has occurred and is continuing a Related Event of Default with respect to the Series 202●-● Notes. Any Book-Entry Note exchanged pursuant to the foregoing sentence shall be so exchanged in whole and not in part. Any Series 202●-● Note issued in exchange for a Book-Entry Note or any portion thereof shall be a Book-Entry Note; provided that any such Series 202●-● Note so issued that is registered in the name of a Person other than the Clearing Agency or a nominee thereof shall not be a Book-Entry Note.

[[Class B Notes] [and] [Class C Notes] that are Definitive Notes may not be exchanged for other Definitive Notes or for beneficial interests in any Book-Entry Note unless the transferor first delivers to the Indenture Trustee a written certificate (in the form provided at Schedule H) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such [Class B notes] [and] [Class C Notes] as set forth in Section 2.02].

provided that for the purposes of Section 8.03 of the Trust Indenture the additional Related Events of Default set forth in subparagraphs (i), (iii) and (iv) of this paragraph (m) may be waived by an Extraordinary Noteholder Direction of the holders of the Class A Notes[, the Class B Notes] [and] [the Class C Notes] then outstanding whereupon the Indenture Trustee will waive such default upon the terms and conditions as prescribed by such Noteholders and the Trust Indenture;

(2)           Subject to the occurrence of a Related Event of Default which has not been waived or remedied, the aggregate unpaid principal amount of the Series 202●-● Notes shall be due and payable on the Expected Final Payment Date in accordance with Article 4 hereof and Section 2.12 of the Trust Indenture.

(3)           Prior to the occurrence of a Related Event of Default which has not been waived or remedied, accrued but unpaid interest on the Series 202●-● Notes shall be payable on each applicable Interest Payment Date in accordance with, and to the extent provided under Article 4, Section 5.01(4) hereof and Section 2.12 of the Trust Indenture. For the purposes of calculating the amount of interest to be paid in respect of any Class of Notes pursuant to Article 4, the amount of interest payable in respect of such Class on any applicable Interest Payment Date (other than the first Interest Payment Date for each Class) shall, be equal to, [(a) in the case of the Class A Notes, the then applicable Class A Note Interest Rate multiplied by the product of (i) a fraction, the numerator of which is the number of days in the applicable Class A Note Interest Period and the denominator of which is 360, and (ii) the principal amount of the Class A Notes outstanding at such time,] [(a) in the case of the Class A Notes, the Class A Notes Interest Rate divided by 12 multiplied by the principal amount of the Class B Notes outstanding at such time,] [(b) in the case of the Class B Notes, [prior to a Related Event of Default which has not been waived or remedied,] the then applicable Class B Note Interest Rate multiplied by the product of (i) a fraction, the numerator of which is the number of days in the applicable Class B Note Interest Period and the denominator of which is 360, and (ii) the principal amount of the Class B Notes outstanding at such time,] [ [(b) in the case of the Class B Notes [, prior to a Related Event of Default which has not been waived or remedied], the Class B Note Interest Rate divided by two multiplied by the principal amount of the Class B Notes outstanding at such time,] [and] [(c) in the case of the Class C Notes, [prior to a Related Event of Default which has not been waived or remedied,] the then applicable Class C Note Interest Rate multiplied by the product of (i) a fraction, the numerator of which is the number of days in the applicable Class C Note Interest Period and the denominator of which is 360, and (ii) the principal amount of the Class C Notes outstanding at such time,] [(c) in the case of the Class C Notes, [prior to a Related Event of Default which has not been waived or remedied,] the Class C Note Interest Rate divided by two multiplied by the principal amount of the Class C Notes outstanding at such time]. The amount of interest to be paid in respect of each Class of Series 202●-● Notes on the first applicable Interest Payment Date shall be as follows: [(a)] [U.S.$● per U.S.$1,000 principal amount] [based on USD Compounded SOFR Index five U.S. Government Securities Business Days preceding the last day of the initial Class A Note Interest Period plus ●% per annum] in the case of the Class A Notes, [(b)] [[subject to a Related Event of Default which has not been waived or remedied,] [U.S.][CDN]$● per [U.S.][CDN]$1,000 principal amount] [based on USD Compounded SOFR Index five U.S. Government Securities Business Days preceding the last day of the initial Class B Note Interest Period plus ●% per annum] in the case of the Class B Notes [and] [(c)] [[subject to a Related Event of Default which has not been waived or remedied,] [U.S.][CDN]$● per [U.S.][CDN]$1,000 principal amount] [USD Compounded SOFR Index five U.S. Government Securities Business Days preceding the last day of the initial Class C Note Interest Period plus ●% per annum] in the case of the Class C Notes. Following the occurrence of a Related Event of Default which has not been waived or remedied, [(x)] unpaid principal and accrued and unpaid interest on the Class A Notes[, Class B Notes] [and] [Class C Notes] shall be payable on each Interest Payment Date [and (y) unpaid principal and accrued and unpaid interest on the [Class B Notes] [and] [Class C Notes] shall be payable on each Special Payment Date, each in accordance with sections 2.13 and 9.07(1) of the Trust Indenture and Section 4.01(2) (which replaces Section 9.07(2) of the Trust Indenture in respect of the Series 202●-● Notes)].

(4)           All interest payable hereunder shall accrue from day to day on the outstanding principal amount of each Series 202●-● Note, and subject to Section 2.01(3), shall be calculated on the basis of a calendar year of 365 or 366 days, as applicable, for the actual number of days elapsed.

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES. THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND ONLY (I) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (II) PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT FOR OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES, OR (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES AND BLUE SKY LAWS, SUBJECT TO THE RIGHT OF THE TRUST AND THE INDENTURE TRUSTEE, BEFORE ANY OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSE (II) OR (III), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE INDENTURE TRUSTEE, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST INDENTURE AND THE SERIES 202●-● SUPPLEMENTAL INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY.

The foregoing legend will not be removed from the Rule 144A Notes, except as provided in this Section 2.02(a). The legend may be removed if there is delivered to the Trust and the Indenture Trustee such satisfactory evidence, which may include an opinion of counsel addressed to the Trust and the Indenture Trustee, as may reasonably be required by the Trust and the Indenture Trustee, that neither the legend nor the restrictions on transfer set forth therein are any longer required to ensure that transfers of such Rule 144A Note will not violate the registration requirements of the U.S. Securities Act. If the Restricted Note surrendered for exchange is represented by a Rule 144A Global Note bearing the legend set forth in this Section 2.02(a) the principal amount of the Rule 144A Global Note shall be reduced by the appropriate principal amount and the principal amount of a Book-Entry Note without the legend set forth in this Section 2.02(a) shall be increased by an equal principal amount. If a Book-Entry Note without the legend set forth in this Section 2.02(a) is not then outstanding, the Trust shall execute and the Indenture Trustee shall authenticate and deliver an unlegended Book-Entry Note to the Clearing Agency.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES.

BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT, COVENANT AND AGREE FOR THE BENEFIT OF THE TRUST, THE TRUSTEES, THE INITIAL PURCHASER, THE SERVICER, AND THE SELLER THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA (AS DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN ENTITY”) OR ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW SUBSTANTIALLY SIMILAR TO PART 4 OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”).

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, ANY HOLDER OF THIS NOTE MUST NOT TRADE IN THE NOTE BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JULY 22, 2022, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

(1)           Each beneficial owner of a Class A Note[, Class B Note] [and] [Class C Note] or an interest or participation therein will be deemed to represent and agree with the Trust and the Indenture Trustee as follows:

(2)           [Each beneficial owner of a [Class B Note] [and] [Class C Note] or an interest or participation therein will be deemed to represent and agree with the Trust and the Indenture Trustee as follows:

(3)           Each beneficial owner of a [Class B Note] [or] [Class C Note] sold in Canada, or an interest or participation therein, will be deemed to represent and agree with the Trust and the Indenture Trustee that:

Article 3- ADDITIONAL COVENANTS OF TRUST;
AMENDMENTS TO SERIES 202●-● PURCHASE AGREEMENT;
COVENANTS FOR REPORTING OF REPURCHASE DEMANDS;
ADDITIONAL COVENANTS OF INDENTURE TRSUTEE

The Trust hereby covenants in favour of the Indenture Trustee with respect to the Series 202●-● Notes that:

(1)           Notwithstanding anything contained herein or in Section 13.03 of the Trust Indenture to the contrary, the Series 202●-● Purchase Agreement may be amended by the Servicer, the Seller, the Trust and the Custodian, without the consent of the Series 202●-● Noteholders, to provide for Asset Interest Enhancement to be deposited with the Custodian and transferred to the Trust in respect of the Series 202●-● Ownership Interest in accordance with the terms of such amendment.

(2)           Notwithstanding anything contained herein or in Section 13.03 of the Trust Indenture to the contrary, Section 2.04(b) of the Series 202●-● Purchase Agreement may be amended upon the written request of the Seller, without the consent of the Series 202●-● Noteholders, to remove, amend, eliminate or otherwise modify those provisions if the relevant accounting standard is amended, modified, eliminated or replaced provided that the Rating Agency Condition is satisfied, or, in the case of [Fitch] [or] [Moody’s] where either is a Rating Agency with respect to any of the Series 202●-● Notes, the Seller has provided at least 10 days prior written notice to such Rating Agency of such removal, amendment, elimination or other modification.

Each of the Trust and the Indenture Trustee will (a) notify the Seller and the Servicer, as soon as practicable and in any event within five Business Days, of all demands or requests communicated (in writing or orally) to it for the repurchase of any Account Asset pursuant to Section 2.05 of the Pooling and Servicing Agreement, (b) promptly upon request by the Seller or the Servicer, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the U.S. Securities Exchange Act of 1934, as amended, and (c) if requested by the Seller or the Servicer, provide a written certification no later than fifteen days following the end of any calendar quarter or calendar year that it has not received repurchase demands for such period, or if repurchase demands have been received during such period, that it has provided all the information reasonably requested under clause (b) above.  In no event will the Trust or the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the U.S. Securities Exchange Act of 1934, as amended.

The Indenture Trustee hereby covenants to the Trust, the Depositor and the Servicer with respect to the Series 202●-● Notes that:

The reports referred to in this Section 3.04(b) will be delivered on before March 1 of each year, in a format suitable for filing with the Securities and Exchange Commission on EDGAR.

If the parties to this Supplemental Indenture determine to further clarify or amend Sections 3.04(a) and (b), this Supplemental Indenture may be amended to reflect the new agreement between the parties covering matters in Sections 3.04(a) and (b) pursuant to Section [___], which amendment will not require the delivery of any Opinions of Counsel or satisfaction of the Rating Agency Condition.

Article 4 - APPLICATION OF MONEY

(1)           Prior to the occurrence of a Related Event of Default, the Trust shall, on each Distribution Day, apply the aggregate amount on deposit in the Related Distribution Account on such date (including, for greater certainty, amounts deposited therein pursuant to Section 3.01(d)) in excess of the Non-Distributed Amount in the following order of priority; provided, however, that payments in respect of interest on the Series 202●-● Notes shall only occur on the Interest Payment Date [(or Special Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied)] and payments in respect of principal on the Series 202●-● Notes shall only occur on the Expected Final Payment Date [(or Special Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied)]:

(2)           Upon the declaration by the Indenture Trustee that the Series 202●-● Notes are immediately due and payable as a result of a Related Event of Default, all money standing in a Related Collateral Account or otherwise received by the Indenture Trustee or by the Receiver pursuant to Article Nine of the Trust Indenture together with any Counterparty Termination Payment shall be applied on each Payment Day thereafter in accordance with the priority specified in Sections 4.01(1)(a) to (j), except that Section 4.01(1)(a) shall be deemed to include the following after the word “Trust”:

“and all costs, charges and expenses of the Indenture Trustee incurred in exercising any right, remedy or power granted to it under the Trust Indenture with respect to the Related Collateral (including the appointment of a Receiver), including all outgoings properly paid by the Indenture Trustee in exercising such rights, remedies and powers, including, without limitation, the reasonable remuneration of such Receiver or any agent or employee of such Receiver or any agent of the Indenture Trustee”.

(3)           On the earlier of (a) the first Payment Day on which the Invested Amount of the Series 202●-● Ownership Interest has been reduced to zero, (b) the date on which all amounts due and owing to (i) the Issuer Trustee and the Indenture Trustee in respect of the Series 202●-● Ownership Interest, (ii) the Noteholders, and (iii) the Specified Creditors in respect of Related Secured Obligations have been paid in full and (c) the Prescription Date, any remaining deposit in the Related Distribution Account shall be paid to the Seller as an administrative fee (inclusive of goods and services tax). No payment of principal in respect of the Series 202●-● Notes or any other amounts owing thereunder shall be payable after the Prescription Date.

Article 5 - NOTE LIQUIDATION ACCOUNTS

(1)           The Indenture Trustee confirms that it has established or arranged for the establishment of a U.S. Dollar Eligible Deposit Account (the particulars of which are set forth in Schedule D) in the name of the Trust, which shall constitute the Class A Note Liquidation Account in respect of the Class A Notes (the “Class A Note Liquidation Account”).

(2)           The Indenture Trustee shall possess all title documents to, other evidence of ownership of all funds from time to time on deposit in, and all investments and their proceeds which are credited to, the Class A Note Liquidation Account. The Indenture Trustee shall have sole signing authority in respect of the Class A Note Liquidation Account. If, at any time, the Class A Note Liquidation Account ceases to be an Eligible Deposit Account, the Indenture Trustee shall, within 30 days of the Class A Note Liquidation Account ceasing to be an Eligible Deposit Account, establish or arrange for the establishment of a substitute Eligible Deposit Account as the Class A Note Liquidation Account, transfer any funds and any Eligible Investments to such new Class A Note Liquidation Account and, from the date any such substitute account is established and funds and Eligible Investments transferred, such account shall be the Class A Note Liquidation Account. If a substitute Class A Note Liquidation Account is established pursuant to this Section 5.01(2), the Indenture Trustee shall provide to the other parties hereto an amended Schedule D, setting forth the relevant information for such substitute Class A Note Liquidation Account.

(3)           The Trust shall deposit or arrange for the deposit of all amounts received from the Swap Counterparty under the Swap Agreement for the Class A Notes, other than any Counterparty Termination Payment and any Collateral Deposit Amounts, to the Class A Note Liquidation Account or as otherwise directed by the Indenture Trustee.

(4)           The Indenture Trustee shall withdraw from the Class A Note Liquidation Account and apply the aggregate amount on deposit in the Class A Note Liquidation Account on each Payment Date (a) on each Interest Payment Date with respect to the Class A Notes toward the payment of all interest (including interest on overdue interest) due and payable in accordance with the Class A Notes, pari passu; and (b) on the Expected Final Payment Date (or Class A Note Interest Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied) toward the payment of all amounts due and owing under the Class A Notes in respect of principal, pari passu.

(1)           The Indenture Trustee confirms that it has established or arranged for the establishment of a [U.S.] [Canadian] Dollar Eligible Deposit Account (the particulars of which are set forth in Schedule E) in the name of the Trust, which shall constitute the Class B Note Liquidation Account in respect of the Class B Notes and the Class C Notes (the “Class B Note Liquidation Account”).

(2)           The Indenture Trustee shall possess all title documents to, other evidence of ownership of all funds from time to time on deposit in, and all investments and their proceeds which are credited to, the Class B Note Liquidation Account. The Indenture Trustee shall have sole signing authority in respect of the Class B Note Liquidation Account. If, at any time, the Class B Note Liquidation Account ceases to be an Eligible Deposit Account, the Indenture Trustee shall, within 30 days of the Class B Note Liquidation Account ceasing to be an Eligible Deposit Account, establish or arrange for the establishment of a substitute Eligible Deposit Account as the Class B Note Liquidation Account, transfer any funds and any Eligible Investments to such new Class B Note Liquidation Account and, from the date any such substitute account is established and funds and Eligible Investments transferred, such account shall be the Class B Note Liquidation Account. If a substitute Class B Note Liquidation Account is established pursuant to this Section 5.02(2), the Indenture Trustee shall provide to the other parties hereto an amended Schedule E, setting forth the relevant information for such substitute Class B Note Liquidation Account.

(3)           [The Trust shall deposit or arrange for the deposit of all amounts received from the Swap Counterparty under the Swap Agreement for the Class B Notes, other than any Counterparty Termination Payment and any Collateral Deposit Amounts, to the Class B Note Liquidation Account or as otherwise directed by the Indenture Trustee.] [On each Class B Note Interest Payment Date, the Trust shall withdraw or arrange for the withdrawal from the Distribution Account and deposit or arrange for deposit to the Class B Note Liquidation Account of all amounts payable to the Class B Noteholders on such Class B Note Interest Payment Date.]

(4)           The Indenture Trustee shall withdraw from the Class B Note Liquidation Account and apply the aggregate amount on deposit in the Class B Note Liquidation Account on each Payment Date (a) on each Interest Payment Date with respect to the Class B Notes [(or Special Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied)] toward the payment of all interest (including interest on overdue interest) due and payable in accordance with the Class B Notes, pari passu; and (b) on the Expected Final Payment Date [(or Special Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied)] toward the payment of all amounts due and owing under the Class B Notes in respect of principal.]

(1)           The Indenture Trustee confirms that it has established or arranged for the establishment of a [U.S.] [Canadian] Dollar Eligible Deposit Account (the particulars of which are set forth in Schedule E) in the name of the Trust, which shall constitute the Class C Note Liquidation Account in respect of the Class C Notes and the Class C Notes (the “Class C Note Liquidation Account”).

(2)           The Indenture Trustee shall possess all title documents to, other evidence of ownership of all funds from time to time on deposit in, and all investments and their proceeds which are credited to, the Class C Note Liquidation Account. The Indenture Trustee shall have sole signing authority in respect of the Class C Note Liquidation Account. If, at any time, the Class C Note Liquidation Account ceases to be an Eligible Deposit Account, the Indenture Trustee shall, within 30 days of the Class C Note Liquidation Account ceasing to be an Eligible Deposit Account, establish or arrange for the establishment of a substitute Eligible Deposit Account as the Class C Note Liquidation Account, transfer any funds and any Eligible Investments to such new Class C Note Liquidation Account and, from the date any such substitute account is established and funds and Eligible Investments transferred, such account shall be the Class C Note Liquidation Account. If a substitute Class C Note Liquidation Account is established pursuant to this Section 5.02(3), the Indenture Trustee shall provide to the other parties hereto an amended Schedule E, setting forth the relevant information for such substitute Class C Note Liquidation Account.

(3)           [The Trust shall deposit or arrange for the deposit of all amounts received from the Swap Counterparty under the Swap Agreement for the Class C Notes, other than any Counterparty Termination Payment and any Collateral Deposit Amounts, to the Class C Note Liquidation Account or as otherwise directed by the Indenture Trustee.] [On each Class C Note Interest Payment Date, the Trust shall withdraw or arrange for the withdrawal from the Distribution Account and deposit or arrange for deposit to the Class C Note Liquidation Account of all amounts payable to the Class C Noteholders on such Class C Note Interest Payment Date.]

(4)           The Indenture Trustee shall withdraw from the Class C Note Liquidation Account and apply the aggregate amount on deposit in the Class C Note Liquidation Account on each Payment Date (a) on each Interest Payment Date with respect to the Class C Notes [(or Special Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied)] toward the payment of all interest (including interest on overdue interest) due and payable in accordance with the Class C Notes, pari passu; and (b) on the Expected Final Payment Date [(or Special Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied)] toward the payment of all amounts due and owing under the Class C Notes in respect of principal.]

Article 6- GENERAL

The Trust Indenture, as supplemented by this Supplemental Indenture, shall and does continue in full force and effect, otherwise unamended, and the Trust Indenture, as so supplemented together with all the grants created thereby, are hereby ratified and confirmed.

Nothing contained in this Supplemental Indenture shall in any way modify or relieve the Trust from its obligations to carry out its covenants contained in the Trust Indenture.

The Indenture Trustee hereby accepts the trust in this Supplemental Indenture declared and provided for and agrees to perform the same on the terms and conditions herein set forth.

Any payment of principal, interest and other amounts on any Series 202●-● Note which is required to be paid on a day other than a Business Day shall be payable on the next succeeding Business Day without adjustment for interest thereon and such payment shall be deemed to have been made with the same force and effect as if made on the day that payment was required to be made in the absence of this Section.

This Supplemental Indenture, and every deed, transfer, assignment, agreement or other instrument made pursuant hereto including, without limitation, the Series 202●-● Notes, made or purporting to be made by or creating an obligation of the Trust or the Issuer Trustee on behalf of, or as trustee of, the Trust shall be deemed and construed for all purposes as if made by the Issuer Trustee, in and only in its capacity as trustee of the Trust. Any obligations of the Issuer Trustee hereunder or thereunder are non-recourse to the Issuer Trustee in its personal capacity and limited solely to the assets of the Trust. No other property or assets of the Issuer Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any obligation under this Supplemental Indenture or any other such deed, transfer, assignment, agreement or other instrument. There will be no further liability against the Issuer Trustee.

This Supplemental Indenture may be executed in several counterparts, each of which when so executed shall be deemed to be an original and the counterparts together shall constitute one and the same instrument. This Supplemental Indenture may be executed by way of electronic signature (including through an information system) and any such execution of this Supplemental Indenture shall be of the same legal effect, validity or enforceability as a manually executed signature.

For purpose of convenience, this Supplemental Indenture may be referred to as bearing a formal date of ● ●, 202●, irrespective of the actual date of its execution.

Each party acknowledges delivery of an executed copy of this Supplemental Indenture.

Each of the Issuer Trustee and the Indenture Trustee shall have the right to disclose any information disclosed or released to it if in the opinion of the Issuer Trustee or the Indenture Trustee, or its legal counsel, it is required to disclose under any applicable laws, court order or, in the case of the Indenture Trustee, direction from the Administrative Agent. Each of the Issuer Trustee and the Indenture Trustee 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 Supplemental Indenture, the Indenture Trustee shall not, prior to the date that is one year after the date on which all principal and interest owing with respect to the Series 202●-● Notes has been paid in full, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any bankruptcy, insolvency or similar law of Canada or a province thereof or, except as provided for in the Trust Indenture, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar office of the Trust or any substantial part of its property or ordering the winding-up or liquidation or the affairs of the Trust.

IN WITNESS WHEREOF the parties hereto have duly executed this Supplemental Indenture.

SCHEDULE A

FORM OF CLASS A NOTES

See attached.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT, COVENANT AND AGREE FOR THE BENEFIT OF THE TRUST, THE TRUSTEES, THE INITIAL PURCHASERS, THE SERVICER, AND THE SELLER THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA (AS DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN ENTITY”) OR ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW SUBSTANTIALLY SIMILAR TO PART 4 OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”).

2

[●%] CREDIT CARD RECEIVABLES-BACKED CLASS A [FLOATING RATE] NOTES SERIES 202●-●

CUSIP No. ●

GOLDEN CREDIT CARD TRUST

(A trust established under the laws of the Province of Ontario)

[●%] CREDIT CARD RECEIVABLES-BACKED CLASS A [FLOATING RATE] NOTES, SERIES 202●-●

Expected Final Payment Date: ● ●, 202●

Computershare Trust Company of Canada (the “Issuer Trustee”), as trustee of Golden Credit Card Trust (the “Trust”), for value received hereby promises to pay to Cede & Co., the registered holder hereof, or its registered assigns (the “Noteholder”), the principal sum of ● U.S. Dollars (U.S.$ ●) at the main branch of Royal Bank of Canada in the City of Toronto and to pay interest as hereinafter set forth. Subject to the occurrence of a Related Event of Default which has not been waived or remedied, the aggregate unpaid principal amount of the [●%] Credit Card Receivables-Backed Class A [Floating Rate] Notes, Series 202●-●, (the “Series 202●-● Class A Notes”) shall be due and payable on the Expected Final Payment Date or, after the occurrence of a Related Event of Default, on each [Class A Note] Interest Payment Date until paid, in each case, in accordance with the terms of the Trust Indenture and the Supplemental Indenture. Capitalized terms used in this Note and not defined herein shall have the meanings assigned thereto in the Trust Indenture and the Supplemental Indenture.

Interest shall accrue on the aggregate unpaid principal amount at an annual rate of interest equal to the [then applicable] Class A Note Interest Rate and shall be payable monthly in arrears on each [Class A Note] Interest Payment Date, commencing on ● ●, 202● (each a “Payment Date”). Interest to be paid on any Payment Date will accrue from and including the preceding Payment Date (or, in the case of the first Payment Date, from and including the date hereof) to but excluding such Payment Date and will be calculated on the basis of [a 30 day period] [the actual number of days in the applicable Interest Period] and a 360 day year.

Interest due but not paid on any Payment Date will be due and payable on the next succeeding Payment Date together with additional interest on such amount calculated at the then applicable Class A Note Interest Rate from the due date until paid, provided that such interest on unpaid interest will be calculated on the basis of the actual number of days in the applicable Interest Period and a 365 or 366 day year, as applicable.

Interest on the Series 202●-● Class A Notes shall be payable until the earlier of (A) the repayment in full of the Series 202●-● Class A Notes and (B) the Prescription Date.

So long as the holder hereof is a Clearing Agency or a nominee thereof, payments under this Note shall be made by wire transfer to the Clearing Agency or by the delivery to the Clearing Agency of a cheque negotiable at par at any branch in Canada of Royal Bank of Canada in the amount of such payment at or before 11:00 a.m. (Toronto time) on the Payment Date. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer, exchange, or payment, and any note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

3

This Note and all other Series 202●-● Class A Notes authenticated and issued under the Trust Indenture and the Supplemental Indenture (as such terms are defined below) rank pari passu according to their tenor without discrimination, preference or priority. This Note is one of the Notes issued under a trust indenture (the “Trust Indenture”) dated as of July 9, 1999 as supplemented as of April 22, 2008 and as of January 26, 2017 between the Trust (by the Issuer Trustee) and CIBC Mellon Trust Company (the “Indenture Trustee”) and the Related Supplement (the “Supplemental Indenture”) to the Trust Indenture dated as of ● ●, 202● between the Trust (by the Issuer Trustee) and the Indenture Trustee in respect of, inter alia, the Series 202●-● Class A Notes. The provisions of this Note are qualified in their entirety by the provisions of the Trust Indenture and the Supplemental Indenture. Reference to the Trust Indenture and the Supplemental Indenture is hereby made for a description of the terms and conditions of the Notes, all to the same effect as if the provisions of the Trust Indenture and such instruments supplemental thereto were herein set forth, to all of which provisions the Noteholder, by acceptance hereof, assents.

The Trust Indenture contains provisions for the holding of meetings of Noteholders (and rendering resolutions passed at such meetings and instruments in writing signed by the holders of a specified percentage of Notes outstanding) binding upon all Noteholders, subject to the provisions of the Trust Indenture.

The Issuer Trustee has entered into the Trust Indenture and the Supplemental Indenture and issued this Note in its capacity as trustee of the Trust and not in its personal capacity. The liability of the Issuer Trustee hereunder and under the Trust Indenture and the Supplemental Indenture is limited to the assets of the Trust. No other property or assets of the Issuer Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any obligation hereunder or under the Trust Indenture and the Supplemental Indenture.

This Note will not entitle the Noteholder to any benefits under the Trust Indenture and the Supplemental Indenture or become valid or obligatory for any purpose until it has been countersigned by the Indenture Trustee.

The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as is legal tender for the payment of public and private debts. All payments made by the Trust with respect to this Note shall be applied first to interest due and payable on this Note and then to the unpaid principal of this Note.

All Series 202●-● Class A Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Trust Indenture and the Supplemental Indenture.

The principal of this Note will be due and payable in full on the Expected Final Payment Date in the amount described above. Notwithstanding the foregoing, the entire unpaid principal amount of this Note shall be due and payable on the date on which a Related Event of Default shall have occurred and be continuing and the Indenture Trustee or the Noteholders have declared this Note to be immediately due and payable in the manner provided in the Trust Indenture and the Supplemental Indenture.

4

Prior to the due presentment for registration of transfer of this Note, the Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee may treat the Person in whose name this Note (as of the Record Date or as of such other date as may be specified in the Trust Indenture as supplemented by the Supplemental Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Trust, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Trust Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of Noteholders under the Trust Indenture at any time by the Trust with the consent of the Noteholders representing specified percentages of Notes outstanding on behalf of all Noteholders, and to waive compliance by the Trust with certain provisions of the Trust Indenture and certain past defaults under the Trust Indenture and their consequences. The Trust Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Trust Indenture without Noteholders consent.

THIS NOTE, THE TRUST INDENTURE AND THE SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.

The Noteholder by the acceptance hereof agrees that, except as expressly provided in the Trust Indenture and the Supplemental Indenture, such Noteholder shall have no claim against the Trust, the Issuer Trustee and the Indenture Trustee for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Trust for any and all liabilities, obligations and undertakings contained in the Trust Indenture, the Supplemental Indenture or in this Note.

[Signature Page Follows]

IN WITNESS WHEREOF this Note has been executed by Computershare Trust Company of Canada, trustee of Golden Credit Card Trust, as of the ● day of ●, 202●.

INDENTURE TRUSTEE'S CERTIFICATE

This Note is one of the [●%] Credit Card Receivables-Backed Class A [Floating Rate] Notes, Series 202●-●, referred to in the Trust Indenture and the Supplemental Indenture within mentioned.

TRANSFER FORM

FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto

the within [●%] Credit Card Receivables-Backed Class A [Floating Rate] Note, Series 202●-●, of Golden Credit Card Trust and hereby irrevocably constitutes and appoints

attorney to transfer the said [●%] Credit Card Receivables-Backed Class A [Floating Rate] Note, Series 202●-● on the register for the [●%] Credit Card Receivables-Backed Class A [Floating Rate] Notes, Series 202●-●, with full power of substitution in the premises.

Dated

*Signature must be guaranteed by a Canadian chartered bank, a major trust company in Canada, a member of the Transfer Association Medallion (Stamp) Program, a member of the Investment Dealers Association of Canada or a member firm of the TSX, a national securities exchange in the United States or Nasdaq.

REGISTRATION PANEL

(No writing on this panel except
by the Indenture Trustee or other Registrar)

[SCHEDULE B

FORM OF CLASS B NOTES

See attached.]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES. THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND ONLY (I) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (II) PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT FOR OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES, OR (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES AND BLUE SKY LAWS, SUBJECT TO THE RIGHT OF THE TRUST AND THE INDENTURE TRUSTEE, BEFORE ANY OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSE (II) OR (III), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE INDENTURE TRUSTEE, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST INDENTURE AND THE SERIES 202●-● SUPPLEMENTAL INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY.]

2

BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT, COVENANT AND AGREE FOR THE BENEFIT OF THE TRUST, THE TRUSTEES, THE INITIAL PURCHASERS, THE SERVICER, AND THE SELLER THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA (AS DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN ENTITY”) OR ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW SUBSTANTIALLY SIMILAR TO PART 4 OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”).

[●%] CREDIT CARD RECEIVABLES-BACKED CLASS [FLOATING RATE] B NOTES
SERIES 202●-●

CUSIP No. ●

GOLDEN CREDIT CARD TRUST

(A trust established under the laws of the Province of Ontario)

[●%] CREDIT CARD RECEIVABLES-BACKED CLASS B [FLOATING RATE] NOTES, SERIES 202●-●

Expected Final Payment Date: ● ●, 202●

Computershare Trust Company of Canada (the “Issuer Trustee”), as trustee of Golden Credit Card Trust (the “Trust”), for value received hereby promises to pay to Cede & Co., the registered holder hereof, or its registered assigns (the “Noteholder”), the principal sum of ● U.S. Dollars (U.S.$ ●) at the main branch of Royal Bank of Canada in the City of Toronto and to pay interest as hereinafter set forth. Subject to the occurrence of a Related Event of Default which has not been waived or remedied, the aggregate unpaid principal amount of the [●%] Credit Card Receivables-Backed Class B [Floating Rate] Notes, Series 202●-●, (the “Series 202●-● Class B Notes”) shall be due and payable on the Expected Final Payment Date or, after the occurrence of a Related Event of Default, on each [Class B Note] Interest Payment Date until paid, in each case, in accordance with the terms of the Trust Indenture and the Supplemental Indenture. Capitalized terms used in this Note and not defined herein shall have the meanings assigned thereto in the Trust Indenture and the Supplemental Indenture.

Interest shall accrue on the aggregate unpaid principal amount at an annual rate of interest equal to the [then applicable] Class B Note Interest Rate and shall be payable monthly in arrears on each [Class B Note] Interest Payment Date, commencing on ● ●, 202● (each a “Payment Date”). Interest to be paid on any Payment Date will accrue from and including the preceding Payment Date (or, in the case of the first Payment Date, from and including the date hereof) to but excluding such Payment Date and will be calculated on the basis of [a 30 day period] [the actual number of days in the applicable Interest Period] and a 360 day year.

3

Interest due but not paid on any Payment Date will be due and payable on the next succeeding Payment Date together with additional interest on such amount calculated at the then applicable Class B Note Interest Rate from the due date until paid, provided that such interest on unpaid interest will be calculated on the basis of the actual number of days in the applicable Interest Period and a 365 or 366 day year, as applicable.

Interest on the Series 202●-● Class B Notes shall be payable until the earlier of (A) the repayment in full of the Series 202●-● Class B Notes and (B) the Prescription Date.

So long as the holder hereof is a Clearing Agency or a nominee thereof, payments under this Note shall be made by wire transfer to the Clearing Agency or by the delivery to the Clearing Agency of a cheque negotiable at par at any branch in Canada of Royal Bank of Canada in the amount of such payment at or before 11:00 a.m. (Toronto time) on the Payment Date. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer, exchange, or payment, and any note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

This Note and all other Series 202●-● Class B Notes authenticated and issued under the Trust Indenture and the Supplemental Indenture (as such terms are defined below) rank pari passu according to their tenor without discrimination, preference or priority. This Note is one of the Notes issued under a trust indenture (the “Trust Indenture”) dated as of July 9, 1999 as supplemented as of April 22, 2008 and as of January 26, 2017 between the Trust (by the Issuer Trustee) and CIBC Mellon Trust Company (the “Indenture Trustee”) and the Related Supplement (the “Supplemental Indenture”) to the Trust Indenture dated as of ● ●, 202● between the Trust (by the Issuer Trustee) and the Indenture Trustee in respect of, inter alia, the Series 202●-● Class B Notes. The provisions of this Note are qualified in their entirety by the provisions of the Trust Indenture and the Supplemental Indenture. Reference to the Trust Indenture and the Supplemental Indenture is hereby made for a description of the terms and conditions of the Notes, all to the same effect as if the provisions of the Trust Indenture and such instruments supplemental thereto were herein set forth, to all of which provisions the Noteholder, by acceptance hereof, assents.

The Trust Indenture contains provisions for the holding of meetings of Noteholders (and rendering resolutions passed at such meetings and instruments in writing signed by the holders of a specified percentage of Notes outstanding) binding upon all Noteholders, subject to the provisions of the Trust Indenture.

The Issuer Trustee has entered into the Trust Indenture and the Supplemental Indenture and issued this Note in its capacity as trustee of the Trust and not in its personal capacity. The liability of the Issuer Trustee hereunder and under the Trust Indenture and the Supplemental Indenture is limited to the assets of the Trust. No other property or assets of the Issuer Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any obligation hereunder or under the Trust Indenture and the Supplemental Indenture.

4

This Note will not entitle the Noteholder to any benefits under the Trust Indenture and the Supplemental Indenture or become valid or obligatory for any purpose until it has been countersigned by the Indenture Trustee.

The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as is legal tender for the payment of public and private debts. All payments made by the Trust with respect to this Note shall be applied first to interest due and payable on this Note and then to the unpaid principal of this Note.

All Series 202●-● Class B Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Trust Indenture and the Supplemental Indenture.

The principal of this Note will be due and payable in full on the Expected Final Payment Date in the amount described above. Notwithstanding the foregoing, the entire unpaid principal amount of this Note shall be due and payable on the date on which a Related Event of Default shall have occurred and be continuing and the Indenture Trustee or the Noteholders have declared this Note to be immediately due and payable in the manner provided in the Trust Indenture and the Supplemental Indenture.

Prior to the due presentment for registration of transfer of this Note, the Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee may treat the Person in whose name this Note (as of the Record Date or as of such other date as may be specified in the Trust Indenture as supplemented by the Supplemental Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Trust, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Trust Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of Noteholders under the Trust Indenture at any time by the Trust with the consent of the Noteholders representing specified percentages of Notes outstanding on behalf of all Noteholders, and to waive compliance by the Trust with certain provisions of the Trust Indenture and certain past defaults under the Trust Indenture and their consequences. The Trust Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Trust Indenture without Noteholders consent.

THIS NOTE, THE TRUST INDENTURE AND THE SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.

The Noteholder by the acceptance hereof agrees that, except as expressly provided in the Trust Indenture and the Supplemental Indenture, such Noteholder shall have no claim against the Trust, the Issuer Trustee and the Indenture Trustee for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Trust for any and all liabilities, obligations and undertakings contained in the Trust Indenture, the Supplemental Indenture or in this Note.

5

[Le détenteur reconnait qu'il accepte que le présent certificat et la convention de fiducie, ainsi que toute convention supplémentaire à la convention de fiducie, soient rédigés dans la langue anglaise seulement.]

[Signature Page to Follow]

IN WITNESS WHEREOF this Note has been executed by Computershare Trust Company of Canada, trustee of Golden Credit Card Trust, as of the ● day of ●, 202●.

INDENTURE TRUSTEE'S CERTIFICATE

This Note is one of the [●%] Credit Card Receivables-Backed Class B [Floating Rate] Notes, Series 202●-●, referred to in the Trust Indenture and the Supplemental Indenture within mentioned.

TRANSFER FORM

FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto

the within [●%] Credit Card Receivables-Backed Class B [Floating Rate] Note, Series 202●-●, of Golden Credit Card Trust and hereby irrevocably constitutes and appoints

attorney to transfer the said [●%] Credit Card Receivables-Backed Class B [Floating Rate] Note, Series 202●-● on the register for the [●%] Credit Card Receivables-Backed Class B [Floating Rate] Notes, Series 202●-●, with full power of substitution in the premises.

Dated

*Signature must be guaranteed by a Canadian chartered bank, a major trust company in Canada, a member of the Transfer Association Medallion (Stamp) Program, a member of the Investment Dealers Association of Canada or a member firm of the TSX, a national securities exchange in the United States or Nasdaq.

REGISTRATION PANEL

(No writing on this panel except
by the Indenture Trustee or other Registrar)

[SCHEDULE C

FORM OF CLASS C NOTES

See attached.]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES. THIS NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, AND ONLY (I) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (II) PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT FOR OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES, OR (III) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES AND BLUE SKY LAWS, SUBJECT TO THE RIGHT OF THE TRUST AND THE INDENTURE TRUSTEE, BEFORE ANY OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSE (II) OR (III), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE INDENTURE TRUSTEE, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST INDENTURE AND THE SERIES 202●-● SUPPLEMENTAL INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE TRUST, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY.]

2

BY YOUR ACQUISITION OF THIS NOTE OR ANY INTEREST HEREIN, YOU SHALL BE DEEMED TO REPRESENT, COVENANT AND AGREE FOR THE BENEFIT OF THE TRUST, THE TRUSTEES, THE INITIAL PURCHASERS, THE SERVICER, AND THE SELLER THAT EITHER (A) YOU ARE NOT A PLAN (AS DEFINED BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH NOTE OR ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B) YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE OR INTEREST HEREIN WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA (AS DEFINED BELOW), SECTION 4975 OF THE CODE (AS DEFINED BELOW) OR ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW. FOR THESE PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)), WHICH IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN ENTITY”) OR ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW SUBSTANTIALLY SIMILAR TO PART 4 OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”).

[●%] CREDIT CARD RECEIVABLES-BACKED CLASS C [FLOATING RATE] NOTES
SERIES 202●-●

CUSIP No. ●

GOLDEN CREDIT CARD TRUST

(A trust established under the laws of the Province of Ontario)

[●%] CREDIT CARD RECEIVABLES-BACKED CLASS C [FLOATING RATE] NOTES, SERIES 202●-●

Expected Final Payment Date: ●, 202●

Computershare Trust Company of Canada (the “Issuer Trustee”), as trustee of Golden Credit Card Trust (the “Trust”), for value received hereby promises to pay to Cede & Co., the registered holder hereof, or its registered assigns (the “Noteholder”), the principal sum of ● U.S. Dollars (U.S.$ ●) at the main branch of Royal Bank of Canada in the City of Toronto and to pay interest as hereinafter set forth. Subject to the occurrence of a Related Event of Default which has not been waived or remedied, the aggregate unpaid principal amount of the [●%] Credit Card Receivables-Backed Class C [Floating Rate] Notes, Series 202●-●, (the “Series 202●-● Class C Notes”) shall be due and payable on the Expected Final Payment Date or, after the occurrence of a Related Event of Default, on each [Class C Note] Interest Payment Date until paid, in each case, in accordance with the terms of the Trust Indenture and the Supplemental Indenture. Capitalized terms used in this Note and not defined herein shall have the meanings assigned thereto in the Trust Indenture and the Supplemental Indenture.

Interest shall accrue on the aggregate unpaid principal amount at an annual rate of interest equal to the [then applicable] Class C Note Interest Rate and shall be payable monthly in arrears on each [Class C Note] Interest Payment Date, commencing on ●, 202● (each a “Payment Date”). Interest to be paid on any Payment Date will accrue from and including the preceding Payment Date (or, in the case of the first Payment Date, from and including the date hereof) to but excluding such Payment Date and will be calculated on the basis of [a 30 day period] [the actual number of days in the applicable Interest Period] and a 360 day year.

3

Interest due but not paid on any Payment Date will be due and payable on the next succeeding Payment Date together with additional interest on such amount calculated at the then applicable Class C Note Interest Rate from the due date until paid, provided that such interest on unpaid interest will be calculated on the basis of the actual number of days in the applicable Interest Period and a 365 or 366 day year, as applicable.

Interest on the Series 202●-● Class C Notes shall be payable until the earlier of (A) the repayment in full of the Series 202●-● Class C Notes and (B) the Prescription Date.

So long as the holder hereof is a Clearing Agency or a nominee thereof, payments under this Note shall be made by wire transfer to the Clearing Agency or by the delivery to the Clearing Agency of a cheque negotiable at par at any branch in Canada of Royal Bank of Canada in the amount of such payment at or before 11:00 a.m. (Toronto time) on the Payment Date. Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trust or its agent for registration of transfer, exchange, or payment, and any note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

This Note and all other Series 202●-● Class C Notes authenticated and issued under the Trust Indenture and the Supplemental Indenture (as such terms are defined below) rank pari passu according to their tenor without discrimination, preference or priority. This Note is one of the Notes issued under a trust indenture (the “Trust Indenture”) dated as of July 9, 1999 as supplemented as of April 22, 2008 and as of January 26, 2017 between the Trust (by the Issuer Trustee) and CIBC Mellon Trust Company (the “Indenture Trustee”) and the Related Supplement (the “Supplemental Indenture”) to the Trust Indenture dated as of ●, 202● between the Trust (by the Issuer Trustee) and the Indenture Trustee in respect of, inter alia, the Series 202●-● Class C Notes. The provisions of this Note are qualified in their entirety by the provisions of the Trust Indenture and the Supplemental Indenture. Reference to the Trust Indenture and the Supplemental Indenture is hereby made for a description of the terms and conditions of the Notes, all to the same effect as if the provisions of the Trust Indenture and such instruments supplemental thereto were herein set forth, to all of which provisions the Noteholder, by acceptance hereof, assents.

The Trust Indenture contains provisions for the holding of meetings of Noteholders (and rendering resolutions passed at such meetings and instruments in writing signed by the holders of a specified percentage of Notes outstanding) binding upon all Noteholders, subject to the provisions of the Trust Indenture.

The Issuer Trustee has entered into the Trust Indenture and the Supplemental Indenture and issued this Note in its capacity as trustee of the Trust and not in its personal capacity. The liability of the Issuer Trustee hereunder and under the Trust Indenture and the Supplemental Indenture is limited to the assets of the Trust. No other property or assets of the Issuer Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any obligation hereunder or under the Trust Indenture and the Supplemental Indenture.

4

This Note will not entitle the Noteholder to any benefits under the Trust Indenture and the Supplemental Indenture or become valid or obligatory for any purpose until it has been countersigned by the Indenture Trustee.

The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as is legal tender for the payment of public and private debts. All payments made by the Trust with respect to this Note shall be applied first to interest due and payable on this Note and then to the unpaid principal of this Note.

All Series 202●-● Class C Notes are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Trust Indenture and the Supplemental Indenture.

The principal of this Note will be due and payable in full on the Expected Final Payment Date in the amount described above. Notwithstanding the foregoing, the entire unpaid principal amount of this Note shall be due and payable on the date on which a Related Event of Default shall have occurred and be continuing and the Indenture Trustee or the Noteholders have declared this Note to be immediately due and payable in the manner provided in the Trust Indenture and the Supplemental Indenture.

Prior to the due presentment for registration of transfer of this Note, the Trust, the Indenture Trustee and any agent of the Trust or the Indenture Trustee may treat the Person in whose name this Note (as of the Record Date or as of such other date as may be specified in the Trust Indenture as supplemented by the Supplemental Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Trust, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Trust Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Trust and the rights of Noteholders under the Trust Indenture at any time by the Trust with the consent of the Noteholders representing specified percentages of Notes outstanding on behalf of all Noteholders, and to waive compliance by the Trust with certain provisions of the Trust Indenture and certain past defaults under the Trust Indenture and their consequences. The Trust Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Trust Indenture without Noteholders consent.

THIS NOTE, THE TRUST INDENTURE AND THE SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN.

The Noteholder by the acceptance hereof agrees that, except as expressly provided in the Trust Indenture and the Supplemental Indenture, such Noteholder shall have no claim against the Trust, the Issuer Trustee and the Indenture Trustee for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Trust for any and all liabilities, obligations and undertakings contained in the Trust Indenture, the Supplemental Indenture or in this Note.

5

[Le détenteur reconnait qu'il accepte que le présent certificat et la convention de fiducie, ainsi que toute convention supplémentaire à la convention de fiducie, soient rédigés dans la langue anglaise seulement.]

[Signature Page to Follow]

IN WITNESS WHEREOF this Note has been executed by Computershare Trust Company of Canada, trustee of Golden Credit Card Trust, as of the ● day of ●, 202●.

INDENTURE TRUSTEE'S CERTIFICATE

This Note is one of the [●%] Credit Card Receivables-Backed Class C [Floating Rate] Notes, Series 202●-●, referred to in the Trust Indenture and the Supplemental Indenture within mentioned.

TRANSFER FORM

FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto

the within [●%] Credit Card Receivables-Backed Class C [Floating Rate] Note, Series 202●-●, of Golden Credit Card Trust and hereby irrevocably constitutes and appoints

attorney to transfer the said [●%] Credit Card Receivables-Backed Class C [Floating Rate] Note, Series 202●-● on the register for the [●%] Credit Card Receivables-Backed Class C [Floating Rate] Notes, Series 202●-●, with full power of substitution in the premises.

Dated

*Signature must be guaranteed by a Canadian chartered bank, a major trust company in Canada, a member of the Transfer Association Medallion (Stamp) Program, a member of the Investment Dealers Association of Canada or a member firm of the TSX, a national securities exchange in the United States or Nasdaq.

REGISTRATION PANEL

(No writing on this panel except
by the Indenture Trustee or other Registrar)

SCHEDULE D

CLASS A NOTE LIQUIDATION ACCOUNT
FOR THE CLASS A NOTES

[SCHEDULE E

CLASS B NOTE LIQUIDATION ACCOUNT
FOR THE CLASS B NOTES

[SCHEDULE F

CLASS C NOTE LIQUIDATION ACCOUNT
FOR THE CLASS C NOTES

SCHEDULE G

SWAP COLLATERAL ACCOUNT

[SCHEDULE H

TRANSFER CERTIFICATES]

[FORM OF CERTIFICATE FOR EXCHANGE OF SERIES 202●-●
[CLASS B NOTES] [AND] [CLASS C NOTES]
(exchanges or transfers pursuant to Section 2.02 of the Series 202●-● Supplemental Indenture)

CIBC Mellon Trust Company, as Indenture Trustee

1 York Street, 6^th Floor

Toronto, ON

M5J 0B6

Re: Golden Credit Card Trust, [Class B Notes] [and] [Class C Notes], Series 202●-●

Reference is hereby made to the Series 202●-● Supplemental Indenture, dated as of ● ●, 202●, between Golden Credit Card Trust (the "Trust") and CIBC Mellon Trust Company, as indenture trustee (in such capacity, the "Indenture Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture.

This letter relates to US$_______ of the Series 202●-● [Class B Notes] [and] [Class C Notes] that are held in the name of ___________ as a definitive note (CUSIP No. _________) (the "Notes"). The undersigned hereby certifies that (i) it is the sole beneficial owner of the attached Notes or (ii) it is acting on behalf of all the beneficial owners of such Notes (the beneficial owner or beneficial owners being referred to as the "Transferor"), is duly authorized by the Transferor to do so and the Transferor has confirmed to the undersigned the truth of the matters certified in this letter.

[For transfer of Rule 144A Notes: In connection with the attached Notes, which are being transferred in accordance with Rule 144A, such transfer is being made only to a person that the Transferor reasonably believes is a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act (a "QIB") who is either purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, whom the Transferor has informed, that the reoffer, resale, pledge or other transfer is being made in reliance on Rule 144A.]

[For transfer of Regulation S Notes: In connection with the attached Notes, which are being transferred in accordance with Regulation S, the undersigned Transferor (a) acknowledges that the transfer of the Notes to which this certification relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (i) it is not an affiliate (as defined in Rule 405 under the U.S. Securities Act) of Golden Credit Card Trust, (ii) the offer of the securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States or (B) the transaction was executed on or through the facilities of a “designated offshore securities market” (as such term is defined in Regulation S), and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (iii) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” (as such term is defined in Regulation S) in the United States in connection with the offer and sale of the securities, (iv) the sale is bona fide and not for the purpose of washing off the resale restrictions imposed because the securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act), (v) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities, and (vi) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act.]

This certificate and the statements contained herein are made for your benefit and for the benefit of the Trust.

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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
		7/22/22		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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