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Golden Credit Card Ltd. Partnership, et al. – ‘SF-3/A’ on 3/14/24 – ‘EX-36.1’

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

Asset-Backed Securities (ABS)

Asset Class:  Credit card   ·   Sponsor:  Royal Bank of Canada   ·   Depositor:  Golden Credit Card Ltd. Partnership


Pre-Effective Amendment to Shelf Registration Statement for a Qualified Offering of Asset-Backed Securities   —   Form SF-3   —   SA’33

Filing Table of Contents

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 


‘EX-36.1’   —   Depositor Certification for a Shelf Offering


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Exhibit 36.1

 

Certification

 

I, [identify the certifying individual], certify as of [the date of final prospectus under 17 CFR §230.424] that:

 

1.       I have reviewed the prospectus relating to the Class A, [Class B] [and] [Class C] Notes of Golden Credit Card Trust (the "securities") and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the "securitized assets"), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

 

2.       Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

 

3.       Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

 

4.       Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

 

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

 

Date: ● ●, 202●.

 

   
  [Name]
  Chief Executive Officer of
  Golden Credit Card GP Inc.,
  the managing general partner of
  Golden Credit Card Limited Partnership

 

 


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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Filing Submission 0001104659-24-034515   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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