Golden Credit Card Trust SF-3/ARegistration of securities (amended)

In the United States and Canada, several lawsuits have been filed by merchants relating to these matters. A U.S. $7.25 billion multi-district interchange-related settlement was approved in the United States in December 2013; however, the settlement was struck out on appeal on June 30, 2016. On March 27, 2017, it was announced that the U.S. Supreme Court had declined to review that decision. A number of merchants had opted out of the settlement and commenced their own actions. In Canada, a B.C.-based merchant lawsuit brought against the networks (Visa and Mastercard) as well as financial institutions who are issuers of credit cards to cardholders, acquirers, and entities that provide payment processing services to merchants, was partially certified to proceed as a class action in March 2014. Both sides appealed the certification decision. On August 19, 2015, the B.C. Court of Appeal granted in part both sides’ appeals, thereby de-certifying a portion of the claim that had been certified by the lower court and certifying a portion of the claim that the lower court had not certified. On February 8, 2018, the Supreme Court of Canada declined to hear the plaintiffs’ appeal of the Court of Appeal decision. Therefore the plaintiffs’ amendments to re-introduce post-2010 Competition Act (Canada) conspiracy allegations into their B.C. claim were rejected, but other allegations of unfair conduct remained. In the decision authorizing/certifying the proceedings in Québec in February 2018, the Court permitted the re-introduction of the post-2010 Competition Act conspiracy allegations into their claim and this was upheld by the Québec Court of Appeal on July 25, 2019. Similar class actions were commenced in Alberta, Saskatchewan and Ontario and advanced to different degrees, with the Ontario action being certified on October 3, 2014. The central allegation in the lawsuits in these five jurisdictions is that, through credit card network rules, the participants within each network (e.g. Visa and Mastercard and their issuers and acquirers) conspired to increase the fees paid by merchants. In June 2017, Visa and Mastercard reached a settlement with the class that is now finalized. Each of them agreed to pay CDN$19.5 million and, beginning 18 months after final court approval of the settlement, both networks would amend their rules to permit merchants to add a “surcharge” to credit card transactions under certain conditions. Both of VISA and Mastercard have formally announced and published their “surcharge” rule changes, which were effective as of October 6, 2022. All of the remaining defendants have also reached settlements with the class, including a settlement by Royal Bank of Canada and other Canadian financial institutions which received final approval by the courts in December 2021. In total, the class of merchants is to receive $188,530,000 through all the settlements.

The Seller has also agreed in the Pooling and Servicing Agreement to indemnify the Trust, among other things, for any liability arising from violation of consumer protection laws by the Seller. For a discussion of the Trust’s rights if the receivables were not created in compliance in all material respects with applicable laws see “Operations of the Trust — The Assignment and Transfer of Account Assets — Mandatory Purchase of Account Assets” in Part II of this prospectus.

Application of the Bankruptcy and Insolvency Act (Canada) to the underlying obligors could affect the interest of the Trust in the receivables if such laws result in any receivables being charged off as uncollectable.

If a successor Servicer assumes the Seller’s servicing obligations or if the Seller is restructured or under the control of a governmental authority, the collection results achieved by such successor Servicer or governmental authority may differ materially from the results achieved during the time the Seller is the Servicer, which could adversely impact the timing and amount of payments on your notes.

The servicing of the Account Assets, including the collection and allocation thereof, and the making of the required deposits and transfers into and withdrawals from the Collection Account and the various Series Accounts is to be performed by the Seller, as the initial Servicer. Series 202●-● noteholders are relying on the Seller’s good faith, expertise, historical performance, technical resources and judgment in servicing the Account Assets. It is possible that a material disruption in collecting the Account Assets may ensue if a Servicer Termination Event occurs and a successor servicer assumes the Seller’s servicing obligations. In addition, the collection results achieved by a successor Servicer may differ materially from

the results achieved during the time the Seller is the servicer. If there is a disruption or negative result in collections it could have a material adverse effect on the Trust’s ability to pay amounts due under the notes. See “Operations of the Trust – The Pooling and Servicing Agreement – Servicer Termination Events” in Part II of this prospectus.

Holders of the notes are relying on the Seller’s good faith, expertise, policies and procedures, historical performance, technical resources and judgment with respect to credit adjudication in respect of obligors.

The Superintendent of Financial Institutions (the “Superintendent”) has broad powers under the Bank Act to take control of the Seller or its assets if, among other circumstances, it believes that the Seller does not have sufficient assets to adequately protect the Seller’s depositors and creditors or that such depositors and creditors may otherwise be materially prejudiced, or if the Seller fails or is expected to fail to pay its liabilities as they become due and payable. Once control has been taken, the Superintendent has broad statutory authority to do all things necessary or expedient to protect the rights and interests of the depositors and creditors of the Seller, including that it may apply for the winding-up of the Seller under the Winding-up and Restructuring Act (Canada).

A restructuring of the Seller’s assets and liabilities may also be attempted under the Canada Deposit Insurance Corporation Act (Canada) (the “CDIC Act”), where appropriate, after the Superintendent reports that (i) the Seller is not viable (or about to be not viable) and the Bank Act powers outlined above cannot assist, or (ii) the Superintendent can take control under the Bank Act and grounds exist for a winding-up order. The CDIC Act restructuring orders are as follows: (A) the shares and subordinated debt of the Seller may be vested in the Canada Deposit Insurance Corporation (“CDIC”); (B) CDIC may be appointed as a receiver in respect of the Seller; (C) a solvent federal bridge institution may be established to assume the Seller’s liabilities; or (D) CDIC may convert or cause RBC to convert certain of its shares and liabilities into common shares of RBC or any of its affiliates.

There is uncertainty about the scope of the powers afforded to the Superintendent under the Bank Act and the CDIC under the CDIC Act and how these authorities may choose to exercise them. If an order were to be made under the provisions of the Bank Act or the CDIC Act in respect of the Seller as described above, it may (among other things) affect the Seller’s ability to satisfy its ongoing obligations under the Programme Agreements (including as seller, servicer, administrator and swap counterparty) which in turn may affect the Trust’s ability to meet its obligations in respect of the notes.

Financial regulatory reforms in the U.S. and Canada could adversely impact the Trust or the Seller, which could result in accelerated, delayed or reduced payment on your notes.

The U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010 (the “Dodd-Frank Act”), is extensive legislation that has had a significant impact on the financial services industry. This legislation, among other things, required: (a) U.S. federal regulators to adopt significant regulations regarding clearing, margin posting and reporting for derivatives transactions; (b) U.S. federal regulators to adopt regulations requiring securitizers or originators to retain at least 5% of the credit risk of securitized exposures unless the underlying exposures meet certain underwriting standards as determined by regulation; (c) increased oversight of credit rating agencies; and (d) the SEC to promulgate rules generally prohibiting firms from underwriting or sponsoring a securitization that would result in a material conflict of interest with respect to investors in that securitization.

In the U.S., the Department of the Treasury, the SEC, the Financial Stability Oversight Council, the Commodity Futures Trading Commission (the “CFTC”), the Federal Reserve Board, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau and the Federal Deposit Insurance

Corporation have engaged in extensive rule-making mandated by the Dodd-Frank Act. While most of the regulations required under the Dodd-Frank Act have been adopted, some regulations are not yet effective and have not yet been finalized. As a result, the full effect on the Trust and the Seller will not be known until all of the implementing regulations have been adopted.

In particular, in addition to the regulations referred to above affecting the financial services industry generally, Title VII of the Dodd-Frank Act imposes a regulatory framework on swap transactions, including interest rate and currency swaps of the type to be entered into by the Trust, if such swap transactions are entered into with a swap counterparty that is subject to the U.S. regulations. The CFTC has primary regulatory jurisdiction over such swap transactions, although some regulations are jointly issued with the SEC and others also have input from other U.S. regulatory agencies. Many of the regulations implementing Title VII have become effective; however, the interpretation and potential impact of these regulations are not yet entirely clear. The swap transaction entered into by the Trust on the Closing Date is not subject to the U.S. regulations. However, if the swap transaction was terminated and the Trust needed to enter into a replacement transaction, it is uncertain whether the Trust could satisfy the requirements necessary to enter into a replacement swap transaction with a swap counterparty that is subject to the U.S. regulations and, if the Trust could satisfy such requirements, compliance with the U.S. regulations may result in the imposition of higher administration expenses on the Trust.

In Canada, a regulatory framework for over-the-counter (“OTC”) derivatives transaction similar to the regulatory framework under Title VII is proposed by the regulators, and certain rules thereunder have become effective including OTC derivatives trade reporting, mandatory clearing of certain OTC derivatives and initial and variation margin for uncleared OTC derivatives. Such regulatory framework may have similar consequences for the Trust. In addition, it is possible that compliance with other emerging regulations could result in the imposition of higher administration expenses on the Trust.

No assurance can be given that the Dodd-Frank Act and related regulations, the proposed similar regulations in Canada or any other new legislative changes enacted will not have an adverse impact on the Trust or the Seller, including on the Series 202●-● ownership interest, the amount of notes that may be issued in the future or the Trust’s ability to maintain or enter into swap transactions.

EEA and UK Due Diligence Requirements and Retention Rules may restrict your ability to invest in the notes and may have a negative impact on the market value of your notes and/or limit your ability to resell your notes.

As described under “EEA and UK Due Diligence and Risk Retention Rules Considerations,” the EU Retention Rules and UK Retention Rules impose restrictions on the ability of EU Affected Investors and UK Affected Investors, respectively, to invest in asset-backed securities, generally allowing such Affected Investors to invest in asset-backed securities only if the sponsor, originator or original lender has disclosed to investors that it will retain, on an ongoing basis, a material net economic interest of not less than 5% of the nominal value of each of the securitized exposures. The Seller (as originator) will retain a material net economic interest of not less than 5% of the nominal value of each of the securitized exposures in accordance with Article 6(3)(b) of the EU Securitization Regulation and UK Securitization Regulation in the form of an originator’s interest, in this case through the Seller’s holding of the Retained Interest, and such Retained Interest will not be subject to any credit risk mitigation, any short position or any other hedge and will not be sold, except to the extent permitted by the EU Retention Rules and UK Retention Rules.

In addition, the EU Retention Rules and UK Retention Rules impose obligations on Affected Investors regarding due diligence and ongoing monitoring of the securitization transaction and the securitized exposures, as described under “EEA and UK Due Diligence and Risk Retention Rules Considerations.” Except as described in this prospectus, the Seller will not take any action to enable Affected Investors to comply with these additional obligations under the EU Retention Rules and UK Retention Rules or any future laws, regulations, rules or orders that amend, supplement or replace the EU

Retention Rules and UK Retention Rules. Affected Investors are solely responsible for compliance with these additional obligations. Further, the transaction described in this prospectus is not being structured to ensure compliance by any person with the Transparency Requirements.

The Seller does not undertake to take any further action to comply (or to enable Affected Investors to comply) with the EU Retention Rules, UK Retention Rules or any future EU or UK laws, regulations, rules or orders that amend, supplement or replace the EU Retention Rules or UK Retention Rules. None of the Seller, the Trust, the Underwriters or any other transaction party makes any representation or gives any assurance that the information given in this prospectus or pursuant to the transaction documents are or will be sufficient for compliance by Affected Investors with the Transparency Requirements or the Due Diligence Requirements and criteria set out in the applicable EU Retention Rules or UK Retention Rules.

Prospective investors that are Affected Investors are required to independently assess and determine the sufficiency of the information described above, in this prospectus and which otherwise may be made available to investors (if any), generally for the purposes of complying with the Due Diligence Requirements, and any national measures or applicable regulations which may be relevant, and none of the Seller, the Trust, the Underwriters or any other transaction party makes any representation that the information described above, in this prospectus and otherwise which may be made available to such investors (if any) is sufficient in all circumstances for such purposes. Prospective investors that are Affected Investors should make themselves aware of such requirements, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the notes.

Failure by an Affected Investor to comply with the applicable Due Diligence Requirements with respect to an investment in the notes offered by this prospectus may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions by the competent authority of such Affected Investor. Prospective noteholders are responsible for analyzing their own regulatory position and are advised to consult with their own advisors regarding the suitability of the notes for investment and compliance with the applicable EU Retention Rules and UK Retention Rules. The EU Retention Rules and UK Retention Rules (and any changes thereto) may have a negative impact on the market value of your notes and/or limit your ability to resell your notes.

For a description of the Securitization Regulations, see “EEA and UK Due Diligence and Risk Retention Rules Considerations”.

Transaction Structure Risks

The notes represent obligations of the Trust with recourse limited to the Series 202●-● ownership interest, and if those assets are insufficient, you could incur losses on your notes.

The notes represent obligations of the Trust with recourse limited to the Series 202●-● ownership interest, including a senior ranking entitlement to be paid from Collections, Purchase Proceeds and deposits made to the Collection Account in respect of Credit Adjustments allocable to such Series and amounts on deposit in, or eligible investment of deposits made to, the Series Distribution Account and Series Reserve Account, subject to the prior payment of certain amounts and, in the case of the Class B notes, the entitlement to such amounts is subject in certain circumstances, to the prior payment of certain amounts, including interest and principal on the Class A notes and, in the case of the Class C notes, the entitlement to such amounts is subject in certain circumstances, to the prior payment of certain amounts, including interest and principal on the Class A and Class B notes. The Trust is a special purpose entity with no independent business activities other than acquiring and financing the purchase of ownership interests and related activities, and does not have, and does not expect to acquire, any significant assets other than the ownership interests and assets related thereto. See “Summary – Series Ownership Interest” and “Use of

Proceeds” in Part II of this prospectus. The notes do not represent obligations of the Seller, the Issuer Trustee (other than in its capacity as trustee of the Trust), the Custodian, the Indenture Trustee, Computershare Trust Company of Canada, the Swap Counterparty or any of their respective affiliates, and Series 202●-● noteholders will have no recourse to ownership interests of other Series, to credit enhancement provided for other Series or to any other property and assets owned by the Trust or the Issuer Trustee in its individual capacity. If the assets of the Trust from which the notes, any Class A Swap Payment, any Class B Swap Payment, any Class C Swap Payment, any Class A Swap Exchange Amount, any Class B Swap Exchange Amount or any Class C Swap Exchange Amount are payable prove to be insufficient, a Series 202●-● noteholder could incur losses on the notes.

If the Swap Agreement is terminated, the Trust may be unable to enter into a replacement swap agreement, which could result in a reduction in payments on your notes and/or a downgrade in the rating of your notes.

Interest and principal on the receivables is paid in Canadian Dollars at a fixed rate and any interest earned on the deposit balance of the Series Distribution Account while the notes are in their Accumulation Period will be based upon a short term deposit or investment rate. The Trust, through the Series 202●-● ownership interest, will be entitled to its allocated share of this interest and principal. However, interest and principal on the [Class A], [Class B] [and] [Class C] notes will be paid in U.S. Dollars [and interest on the [Class A], [Class B] [and] [Class C] notes will be payable at a floating rate of interest based on USD Compounded SOFR Index or other applicable Benchmark]. The risk of this [interest rate and] currency mismatch will be reduced by the Trust entering into the Swap Agreement with RBC as Swap Counterparty. The Trust is relying on the credit of the Swap Counterparty in respect of amounts owing under the Swap Agreement, which the Trust will utilize to pay U.S. Dollar denominated amounts owing to the Series 202●-● noteholders. See “Swap Agreement”. In the event that the Swap Counterparty fails to pay the amount due to the Trust under the Swap Agreement, or if the Swap Agreement is terminated, Series 202●-● noteholders may be exposed to the risk that the Trust is not able to enter into a replacement swap agreement and U.S. Dollar amounts are not otherwise available to make such payments.

If the ratings of the Swap Counterparty are reduced below certain levels prescribed by the Rating Agencies hired to rate the notes, the Swap Counterparty will be required to assign its rights and obligations under the Swap Agreement to a replacement swap provider, post collateral and/or make other arrangements satisfactory to such Rating Agencies within certain grace periods.  If the Swap Counterparty fails to do so, the Trust has the right to terminate the Swap Agreement and, if it fails to terminate, the notes may suffer a downgrade by such Rating Agencies.  If the Swap Agreement is terminated (whether following a ratings downgrade or any other event of default or termination event in respect of the Swap Counterparty) there is no assurance that the Trust would be able to enter into a replacement swap agreement. Regulation of the derivatives markets may make obtaining a replacement swap more difficult (see, for example, “Risk Factors – Financial Regulatory Reforms in the U.S. and Canada Could Have an Adverse Impact on the Trust or the Seller”).

If an Amortization Event occurs, acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes.

An Amortization Event may result in an acceleration of principal payments of the notes. See “Operations of the Trust – Accumulation, Amortization and Repurchase – Amortization”. Series 202●-● noteholders will suffer losses if Collections are insufficient to pay amounts owed on the notes. If the notes are paid earlier than expected, Series 202●-● noteholders may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on the notes.

The conveyance of Participations and Additional Accounts to the Trust may decrease the credit quality and average yield on the portfolio of Accounts securing the repayment of your notes, which could result in delayed payments or losses on your notes.

The Seller is permitted, and in some cases will be obligated, to designate Additional Accounts and may in certain circumstances, add Participations. An interest in the Account Assets arising in those Additional Accounts and/or in the Participations will be conveyed to the Trust. Additional Accounts and the credit card accounts relating to a Participation may be subject to different eligibility criteria than the Initial Accounts. Such Additional Accounts and/or Participations may include accounts originated using criteria different from those which were applied to the Initial Accounts. Moreover, Additional Accounts and/or Participations may not be Accounts of the same type in which the Trust previously purchased an interest. Consequently, there can be no assurance that such Additional Accounts and/or Participations will be of the same credit quality as the Initial Accounts. In addition, such Additional Accounts and/or Participations may consist of credit card accounts which have different terms than the Initial Accounts, including lower periodic finance charges, which may have the effect of reducing the average yield on the portfolio of Accounts. There is no assurance that such a reduction in the average yield will not cause a material adverse effect on the Trust’s ability to pay amounts due under the notes. The designation of Additional Accounts and the addition of Participations will be subject to the satisfaction of certain conditions described herein under “Operations of the Trust – The Assignment and Transfer of Account Assets – Addition of Accounts” in Part II of this prospectus.

Payment patterns of obligors may not be consistent over time and variations in these payment patterns could adversely impact the timing and amount of collections, which could result in reduced payment of principal, or receipt of payment of principal earlier or later than expected.

The receivables may be paid at any time and there is no assurance that there will be new receivables created in the Accounts or that any particular pattern of obligor repayments will occur. The full payment of the Invested Amount on the related Expected Final Payment Date is primarily dependent on the monthly payment rate and will not be made if the sum of such repayment amounts and the unused entitlement of the Series 202●-● ownership interest to the Series Reserve Account are insufficient to pay the Invested Amount in full. No assurance can be given as to the monthly payment rates which will actually occur in any future period. The actual rate of accumulation of principal in the Series Distribution Account will depend, among other factors, on the rate of Collections, the timing of the receipt of Collections and the rate of default by obligors and no assurance can be given that the Invested Amount will be paid on the Expected Final Payment Date.

Additional series of ownership interests with different attributes and entitlements may currently exist or may be created and sold from time to time, which could adversely impact payments on your notes.

In addition to prior series of ownership interests which no longer remain outstanding, the series of ownership interests in the Account Assets related to the notes listed under “Other Securities Issued and Outstanding” (which have been acquired by the Trust and remain outstanding) and the Series 202●-● ownership interest that will be purchased primarily with the proceeds of the notes, it is expected that additional series of ownership interests (which may be represented by different classes within a single series) may be created and sold from time to time. [The Trust will purchase an additional ownership interest concurrently with the Series 202●-● ownership interest.] The terms of such additional Series may include methods for determining related allocation percentages and allocating Collections, provisions creating different or additional credit enhancement, different classes of ownership interests within the Series and other terms in respect only of such additional Series. As ownership interests of different Series will have different attributes and entitlements, it is anticipated that some Series will be in their Revolving Periods, while others are in their Accumulation Periods or Amortization Periods. Subject to certain limitations, each

Series may have entirely different methods for allocating finance charge receivables, and for calculating the amount and timing of distributions of Collections, Purchase Proceeds and amounts deposited to the Collection Account in respect of Credit Adjustments to the related Series Co-Owners. Accordingly, there can be no assurance that the sale of ownership interests of other Series from time to time in the future will not have an adverse impact on the timing or amount of distributions to the Trust in respect of any other series of ownership interest. No Series Purchase Agreement in relation to the creation and sale of other Series, however, may change the terms of any other series of ownership interest or the terms of the Pooling and Servicing Agreement as applied to these other series of ownership interest. As long as a series of ownership interest is existing, a condition precedent to the execution of any additional Series Purchase Agreement will be the satisfaction of the Rating Agency Condition. There can be no assurance, however, that the terms of any other Series will not have an adverse impact on the timing or amount of payments received by the Trust and consequently, the Trust’s ability to pay amounts due under the notes.

Series Co-Owner action may result in determinations beyond your control that are adverse to your interests as a noteholder.

Subject to certain exceptions, Series Co-Owners may take certain actions, or direct certain actions to be taken, under the Pooling and Servicing Agreement or the related Series Purchase Agreement. However, under certain circumstances, the consent or approval of a specified percentage of all of the Series Co-Owners will be required to direct certain actions, including requiring the appointment of a successor Servicer following a Servicer Termination Event or the amendment of the Pooling and Servicing Agreement. If the consent or approval of a specified percentage of all of the Series Co-Owners is required to direct certain actions, holders of other series of notes may have different interests from the Series 202●-● noteholders and will not be required to consider the effect of their actions on the Series 202●-● noteholders.

Failure by the Seller or the Servicer to repurchase Account Assets when required may result in delayed payments or losses on your notes.

As described under “Operations of the Trust – The Assignment and Transfer of Account Assets – Mandatory Purchase of Account Assets”, if the Seller or the Servicer breaches certain representations and warranties contained in the Pooling and Servicing Agreement relating to the Account Assets, the Seller or Servicer, as the case may be, may be obligated to repurchase the affected Account Assets. However, there can be no assurance that the Seller or the Servicer will be in a financial position to effect such repurchase. If the Seller or the Servicer fails to repurchase the related Account Assets, you may experience delayed payments or losses on your notes.

The objective of the asset representations review process is to independently identify noncompliance with a representation or warranty concerning the receivables but no assurance can be given as to its effectiveness.

Clayton Fixed Income Services LLC will act as the Asset Representations Reviewer under the Asset Representations Review Agreement. As more particularly described under “Requirements for SEC Shelf Registration—Asset Representations Review,” once both the delinquency trigger and the voting trigger have been met, the Asset Representations Reviewer will conduct a review of receivables in the Trust Portfolio that are 60 or more days delinquent, and the related Accounts, for compliance with certain representations and warranties concerning those receivables made in the Pooling and Servicing Agreement. The objective of the review process, including the final determination by the Asset Representations Reviewer, is to independently identify noncompliance with a representation or warranty concerning the receivables. The Seller will investigate any findings of noncompliance contained in the Asset Representations Reviewer’s final report and make a determination regarding whether any such noncompliance constitutes a breach of any contractual provision of the Pooling and Servicing Agreement.

If the Seller determines that a breach has occurred, it will provide notice to the Indenture /trustee. See “Operations of the Trust—Mandatory Purchase of Account Assets” for a discussion of the obligations of RBC, and the rights of the Indenture Trustee and noteholders, if RBC breaches certain representations and warranties concerning the receivables made in the Pooling and Servicing Agreement.

None of the Accounts or receivables comprising the Trust Portfolio have been subject to the asset representations review process, and no assurance can be given that the asset representations review process will achieve the intended result of identifying noncompliance with representations and warranties concerning the receivables. A determination by the Asset Representations Reviewer represents the analysis and the opinion of the Asset Representations Reviewer based on the testing procedures related to the performance of its review, and there can be no assurance that any asset representations review will identify all inaccurate representations and warranties concerning the subject receivables. As a result, there can be no assurance that the asset representations review will provide the Seller or the Indenture Trustee with an effective tool to identify a breach of any contractual provision. Neither noteholders nor the Indenture Trustee will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the Asset Representations Reviewer.

The Asset Representations Review Agreement provides that, in connection with any review, the Servicer will grant the Asset Representations Reviewer access to copies of documentation related to the performance of its review of the Accounts and receivables. The Asset Representations Reviewer will conduct its review based on the information in the review materials and other generally available information. Therefore, the Asset Representations Reviewer’s ability to determine if receivables have failed to comply with a representation or warranty will depend on whether the review materials for those receivables or the related Accounts provide a sufficient basis for that conclusion.

Finally, even if none of the representations and warranties concerning the receivables are untrue, the receivables may still suffer from delinquencies and charge offs, and the notes may incur losses or have reduced market values.

Payment of principal and interest on the Class B and Class C notes may be delayed or reduced due to subordination.

The Class B and Class C notes will serve as credit support for the Class A notes and the Class C notes will serve as credit support for the Class B notes. Repayment of the principal amount of Class B and Class C notes will not be made until all principal and interest on the Class A notes have been fully paid and repayment of the principal amount of Class C notes will not be made until all principal and interest on the Class B notes have been fully paid. If an Event of Default occurs that has not been waived, repayment of the principal amount of and interest on the Class B and Class C notes will not be made until all principal and interest on the Class A notes have been fully paid and repayment of the principal amount of and interest on the Class C notes will not be made until all principal and interest on the Class B notes have been fully paid. In such circumstances, a holder of Class B notes or a holder of Class C notes could lose some or all of its initial investment in such notes.

You may have limited or no ability to control actions under the Indenture and Trust Agreement, which could result in determinations beyond your control that are adverse to your interests as a noteholder.

Subject to special class rights of noteholders, certain amendments may be made to the Programme Agreements and certain directions may be provided, based on a direction given by the holders of all classes of notes of a series voting together as a single series. Although the holders of the Class B and Class C notes will generally constitute a minority of the notes eligible to vote at a meeting called to consider such amendments or to provide written directions, the holders of the Class A notes will generally have the ability

to control any direction provided to the Indenture Trustee and the Trust. Accordingly, subject to the special class rights of the holders of the Class B and Class C notes, the holders of Class A notes will, in practical terms, have the power to determine whether amendments will be permitted and actions may be taken without regard to the position or interests of the holders of such Class B and Class C notes. In certain circumstances, the position or interests of holders of Class A notes and of holders of Class B notes and the Class C notes may be in conflict. As a result, holders of Class B and Class C notes could be adversely affected by determinations made which are beyond their control.

If any business to be transacted materially affects the rights relating to the Class B or Class C notes, then holders of any such Class shall not be bound by any action taken at a meeting or by an instrument in writing, unless a special class meeting of the holders of such Class of notes is held for which approval rules as specified in the Trust Indenture shall apply. Such rules include the requirement for matters to be passed by the holders of the affected notes by extraordinary noteholder direction.

[Risks Relating to SOFR]

[The Secured Overnight Financing Rate is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.

On June 22, 2017, the Alternative Reference Rates Committee (“ARRC”) convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York identified the Secured Overnight Financing Rate (“SOFR”) as the rate that, in the consensus view of the ARRC, represented best practice for use in certain new U.S. dollar derivatives and other financial contracts. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the Federal Reserve Bank of New York since April 2018. The Federal Reserve Bank of New York has also begun publishing historical indicative Secured Overnight Financing Rates going back to 2014. Investors should not rely on any historical changes or trends in SOFR as an indicator of future changes in SOFR.

The composition and characteristics of SOFR are not the same as those of the London Inter-Bank Offered Rate (“LIBOR”), and SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR is a forward-looking rate that represents interbank funding over different maturities (e.g., three months). As a result, there can be no assurance that SOFR (including USD Compounded SOFR Index) will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.]

[SOFR may be more volatile than other benchmark or market rates, which could result in inconsistent payments on and adversely affect the value of your [Class A], [Class B] [and] [Class C] notes.

Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. The return on and value of SOFR-linked notes, such as the [Class A], [Class B] [and] [Class C] notes, may fluctuate more than floating rate securities that are linked to less volatile rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market. The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal funds rate within a target range. There can be no assurance that the Federal Reserve Bank of New York will continue to conduct such operations in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the cessation of such operations to the extent they are

commenced, is uncertain and could be materially adverse to investors in notes, such as the [Class A], [Class B] [and] [Class C] notes, that are linked to the USD Compounded SOFR Index Rate or SOFR Index.]

[Any failure of SOFR to gain market acceptance could adversely affect the [Class A], [Class B] [and] [Class C] notes linked to SOFR.

According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return on and value of the [Class A], [Class B] [and] [Class C] notes and the price at which investors can sell the [Class A], [Class B] [and] [Class C] notes in the secondary market.

In addition, if SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to the [Class A], [Class B] [and] [Class C] notes, the trading price of the [Class A], [Class B] [and] [Class C] notes may be lower than those of securities that are linked to rates that are more widely used. Similarly, market terms for floating-rate debt securities linked to SOFR, such as the spread over the base rate reflected in interest rate provisions or the manner of compounding the base rate, may evolve over time, and trading prices of the [Class A], [Class B] [and] [Class C] notes may be lower than those of later-issued SOFR-based debt securities as a result. Investors in a [Class A], [Class B] [and] [Class C] note linked to SOFR may not be able to sell such [Class A], [Class B] [and] [Class C] notes at all or may not be able to sell such [Class A], [Class B] [and] [Class C] notes at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.]

[SOFR may be modified or discontinued and the [Class A], [Class B] [and] [Class C] notes may bear interest by reference to a rate other than SOFR, which could adversely affect the value of the [Class A], [Class B] [and] [Class C] notes.

SOFR is published by the Federal Reserve Bank of New York based on data received by it from sources other than the Calculation Agent, and the Calculation Agent has no control over its methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the [Class A], [Class B] [and] [Class C] notes. If the manner in which SOFR is calculated is changed or, if applicable, if the manner in which the USD Compounded SOFR Index Rate or SOFR Index is calculated is changed, that change may result in a reduction in the amount of interest payable on the [Class A], [Class B] [and] [Class C] notes and the trading prices of the [Class A], [Class B] [and] [Class C] notes. In addition, the Federal Reserve Bank of New York may withdraw, modify or amend SOFR data in its sole discretion and without notice. The [Class A], [Class B] [and] [Class C] Interest Rate for any Interest Period will not be adjusted for any modifications or amendments to SOFR data that the Federal Reserve Bank of New York may publish after the [Class A], [Class B] [and] [Class C] Interest Rate for that Interest Period has been determined.

If the Calculation Agent or its designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of SOFR, then the [Class A], [Class B]

[and] [Class C] Interest Rate will no longer be determined by reference to SOFR, but instead will be determined by reference to a different rate, plus a spread adjustment, which is referred to in this prospectus as a “Benchmark Replacement,” as further described under “Certain Features of Series 202●-● Ownership Interest and Notes – Details of the Offering - Interest.”

If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) the International Swaps and Derivatives Association (“ISDA”) or (iii) in certain circumstances, the Calculation Agent or its designee. In addition, the terms of the [Class A], [Class B] [and] [Class C] notes may expressly authorize the Calculation Agent or its designee to make Benchmark Replacement Conforming Changes with respect to, among other things, Interest Periods, the timing and frequency of determining rates and making payments of interest and other administrative matters. The determination of a Benchmark Replacement, the calculation of the [Class A], [Class B] [and] [Class C] Interest Rate by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the [Class A], [Class B] [and] [Class C] notes in connection with a Benchmark Transition Event, could adversely affect the value of the [Class A], [Class B] [and] [Class C] notes, the return on the [Class A], [Class B] [and] [Class C] notes and the price at which you can sell the [Class A], [Class B] [and] [Class C] notes.

In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, the Benchmark Replacement may not be the economic equivalent of SOFR, there can be no assurance that the Benchmark Replacement will perform in the same way as SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute for SOFR (each of which means that a Benchmark Transition Event could adversely affect the value of the [Class A], [Class B] [and] [Class C] notes, the return on the [Class A], [Class B] [and] [Class C] notes and the price at which you can sell the [Class A], [Class B] [and] [Class C] notes), (ii) any failure of the Benchmark Replacement to gain market acceptance could adversely affect notes linked to SOFR, (iii) the Benchmark Replacement may have a very limited history and the future performance of the Benchmark Replacement may not be predicted based on historical performance, (iv) the secondary trading market for notes linked to the Benchmark Replacement may be limited and (v) the administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider the interests of holders of the [Class A], [Class B] [and] [Class C] notes in doing so.]

[The interest rate on the [Class A], [Class B] [and] [Class C] notes will initially be based on a USD Compounded SOFR Index Rate and the SOFR Index, both of which are relatively new in the marketplace, which could adversely affect the market value of your [Class A], [Class B] [and] [Class C] notes.

For each Interest Period, the [Class A], [Class B] [and] [Class C] Interest Rate may be based on USD Compounded SOFR Index Rate, which is calculated using the SOFR Index published by the Federal Reserve Bank of New York according to the specific formula described under “Certain Features of Series 202●-● Ownership Interest and Notes – Details of the Offering - Interest”, rather than the SOFR rate published on or in respect of a particular date during such Interest Period or an arithmetic average of SOFR rates during such period. For this and other reasons, the [Class A], [Class B] [and] [Class C] Interest Rate during any Interest Period will not necessarily be the same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest rate. Further, if the [Class A], [Class B] [and] [Class C] Interest Rate is based on USD Compounded SOFR Index Rate and the SOFR rate in respect of a particular date during an Interest Period is negative, its contribution to the SOFR Index will be less than one, resulting in a reduction to USD Compounded SOFR Index Rate used to calculate the interest payable on

notes linked to the USD Compounded SOFR Index Rate on the Interest Payment Date for such Interest Period.

Very limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR in those precedents varies. In addition, the Federal Reserve Bank of New York only began publishing the SOFR Index on March 2, 2020. Accordingly, the use of the SOFR Index or the specific formula for the USD Compounded SOFR Index Rate used in a note, such as the [Class A], [Class B] [and] [Class C] note, linked to the USD Compounded SOFR Index Rate may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the market value of the [Class A], [Class B] [and] [Class C] notes.]

[USD Compounded SOFR Index Rate with respect to a particular interest period will only be capable of being determined near the end of the relevant interest period, which could result in inconsistent payments on and adversely affect the value of your [Class A], [Class B] [and] [Class C] notes.

The level of USD Compounded SOFR Index Rate applicable to a particular Interest Period, as defined under “Certain Features of Series 202●-● Ownership Interest and Notes – Details of the Offering - Interest,” for the [Class A], [Class B] [and] [Class C] notes and, therefore, the amount of interest payable with respect to such Interest Period will be determined on the [Class A], [Class B] [and] [Class C] Interest Rate Determination Day for such Interest Period. Because each such date is near the end of such Interest Period, the amount of interest payable with respect to the [Class A], [Class B] [and] [Class C] notes for a particular Interest Period will not be known until shortly prior to the related Interest Payment Date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such Interest Payment Date. In addition, some investors may be unwilling or unable to trade notes linked to the USD Compounded SOFR Index Rate or SOFR Index without changes to their information technology systems, both of which could adversely impact the liquidity and trading price of notes, such as the [Class A], [Class B] and [Class C] notes, that are linked to the USD Compounded SOFR Index Rate or SOFR Index.]

General Risk Factors

There is no public market for the notes, as a result, you may be unable to sell your notes or the price of notes could be adversely affected.

There is currently no market through which the notes may be sold and purchasers may not be able to resell the notes. This may affect the pricing of the notes in the secondary market, the transparency and availability of trading prices, the liquidity of the notes, and the extent of issuer regulation. The Underwriters expect, but are not obligated, to make a market in the notes. There can be no assurance that a secondary market for trading in the notes will develop or that any secondary market which does develop will continue. In addition, the Underwriters and other brokers and dealers may be unwilling or unable to publish quotations for the notes or otherwise facilitate trading of the notes due to regulatory developments or otherwise. Accordingly, this investment should be considered only by those persons who are able to bear the economic risk of their investment until the Expected Final Payment Date of the notes (or the related Prescription Date).

For a description of the impact of significant global or regional events on the global financial markets, see “– The occurrence of a significant global or regional event could have material adverse impacts to RBC’s credit card business, the global economy, and/or financial markets, which could result in accelerated, delayed or reduced payments on your notes, and could adversely affect your ability to resell your notes” above.

If the ratings of the notes are lowered or withdrawn, the market value of the notes could be adversely affected.

The ratings on the notes assigned by the Rating Agencies address, depending on the Rating Agency, the risk that the Trust will fail to satisfy its obligations in accordance with the terms of the notes, the notes’ vulnerability to default or the expected loss posed to investors. However, the Rating Agencies do not evaluate and the ratings do not address the likelihood that the outstanding principal amount of the notes will be paid by the Expected Final Payment Date. A rating is based primarily on the credit underlying the receivables, the level of enhancement provided by the Series Reserve Account with respect to the Series 202●-● ownership interest and, in the case of the Class A notes, the subordination of the payments on the Class B and Class C notes to the prior payment of amounts payable on the Class A notes in the manner described herein and, in the case of the Class B notes, the subordination of the payments on the Class C notes to the prior payment of amounts payable on the Class B notes in the manner described herein. There is no assurance that a rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a Rating Agency if in its judgment circumstances so warrant. A revision or withdrawal of such rating may have an adverse effect on the market price of the notes and/or limit a Series 202●-● noteholder’s ability to resell the notes. The ratings of the notes are not a recommendation to purchase, hold or sell the notes, inasmuch as such ratings do not comment as to market price or suitability for a particular investor. The ratings also do not address the possibility of the occurrence of an Amortization Event or an Event of Default, either of which events could result in the partial or complete payment of the outstanding principal amount of the notes prior to the Expected Final Payment Date. In addition, the ratings take into consideration the capacity of those parties in a key support relationship to the Trust and the degree of covenant protection available to investors as contained in the Material Contracts. Certain changes to the arrangements referred to herein are subject to the satisfaction of the Rating Agency Condition.

Payments were, or reasonably will be, made by the Trust to the Rating Agencies in connection with the ratings of the notes and in connection with ratings of other notes of the Trust that are outstanding, or will be outstanding, and continue in effect, and payments were made to the Rating Agencies during the last two years in connection with the ratings of other notes issued by the Trust. No payments were made to the Rating Agencies in respect of any other service provided to the Trust by such Rating Agencies during the last two years.

The Trust has hired ● Rating Agencies that are nationally recognized statistical rating organizations (“NRSROs”) and will pay them a fee to assign ratings on the notes. The Trust has not hired any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under SEC rules, information provided to a hired Rating Agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the Closing Date, and none of the Trust, the Seller, the Underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the hired Rating Agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired Rating Agencies, which could adversely affect the market value of the notes and/or limit a Series 202●-● noteholder’s ability to resell the notes. In addition, if the Trust fails to make available to the non-hired NRSROs any information provided to any hired Rating Agency for the purpose of assigning or monitoring the ratings on the notes, a hired Rating Agency could withdraw its ratings on any of the notes, which could adversely affect the market value of such notes and/or limit a Series 202●-● noteholder’s ability to resell such notes.

Potential investors in the notes should make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not rely solely on the ratings on the notes.

Credit Card Portfolio

Account Performance

The following tables set forth the historical performance of the Accounts for each of the indicated periods. There can be no assurance, however, that the loss and delinquency yield experience for the Accounts in the future will be similar to the historical experience set forth below. The information in the tables has been provided by RBC.

Loss and Delinquency Experience

The loss and delinquency experience of the Accounts is as follows:

Loss Experience for the Accounts

Delinquencies as a Percentage of the Accounts⁽¹⁾ 

Revenue Experience

The revenue experience in the following table is presented before deduction for write-offs. Revenues from finance charge receivables on both a billed and a cash basis will be affected by numerous factors, including the periodic finance charge on the Account Assets, the amount of any annual or membership fees, other fees paid by cardholders, and the percentage of cardholders who pay off their balances in full each month and do not incur periodic finance charges on purchases.

Revenue Experience for the Accounts

The revenues for the Accounts shown in the table above are attributable to (a) periodic finance charges and annual and other fees billed to cardholders, and (b) applicable Interchange Fees and any other fees or amounts which are designated by the Seller by notice to the Custodian from time to time. The revenues related to periodic finance charges and fees (other than annual and membership fees) depend in part upon the collective preference of cardholders to use their credit cards to finance purchases and/or receive cash advances over time rather than for convenience use (where the cardholders pay off their entire balance each month, thereby avoiding periodic finance charges). Revenues also depend in part on the cardholders’ use of other services offered by RBC for a fee. Accordingly, revenues will be affected by future changes in the types of charges and fees assessed on the Accounts, the respective percentages of the receivables balances of the various types of Accounts, and the types of Accounts under which the receivables arise.

“Collections” means all payments (including Recoveries and insurance proceeds) received by the Servicer from or on behalf of any obligors in respect of receivables and from the Seller in respect of Interchange Fees, and, in respect of any period of days, means all such amounts received by the Servicer during such period and, in respect of any Business Day, means all such amounts received by the Servicer before the close of business on such day and after the close of business on the immediately preceding Business Day.

“Finance charge receivables” means, with respect to an Account, (A) any receivable billed to a cardholder under the related Credit Card Agreement in respect of: (i) periodic credit or other finance charges; (ii) membership fees, if any; (iii) cash advance fees; (iv) service and transaction fees; and (v) administrative fees and late charges; and (B) (a) applicable Interchange Fees; and (b) any other fees or amounts with respect to the Account other than principal receivables which are designated by the Seller by notice to the Custodian from time to time to be included as finance charge receivables.

Interchange

The Seller receives Interchange Fees from financial institutions for clearing transactions arising under the Accounts and as compensation for assuming credit risk and funding receivables for a limited period of time prior to initial billing. The Seller will Transfer to the Custodian on a daily basis the

Interchange Fees, representing the aggregate amount of fees paid or payable to the Seller on such day in respect of all Visa Accounts, Mastercard Accounts and other Specified Account Designation Accounts from other financial institutions that clear such credit card transactions for merchants after netting or set-off occurs. The Seller may, from time to time, in its sole discretion, voluntarily increase or decrease the rate used to calculate amounts receivable or payable in respect of Interchange Fees. The Account Assets include the then applicable Interchange Fees.

“Interchange Fees” means, in respect of a day, the aggregate of Mastercard Interchange Fees, Visa Interchange Fees and Other Interchange Fees in respect of such day, in each case as the basis for calculating the same may be adjusted from time to time in accordance with the Pooling and Servicing Agreement.

“Mastercard Interchange Fees” means, in respect of a day, the aggregate amount of fees paid or payable to the Seller on such day in respect of all Mastercard Accounts from other financial institutions that clear Mastercard transactions for merchants after any netting or set-off occurs; as the basis for calculating the same may be adjusted from time to time in accordance with the Pooling and Servicing Agreement.

“Visa Interchange Fees” means, in respect of a day, the aggregate amount of fees paid or payable to the Seller on such day in respect of all Visa Accounts from other financial institutions that clear Visa transactions for merchants after any netting or set-off occurs; as the basis for calculating the same may be adjusted from time to time in accordance with the Pooling and Servicing Agreement.

“Other Interchange Fees” means, in respect of a day, the aggregate amount of fees paid or payable to the Seller on such day in respect of all other Specified Account Designation Accounts (other than Visa and Mastercard) from other financial institutions that clear such credit card transactions for merchants after any netting or set-off occurs; as the basis for calculating the same may be adjusted from time to time in accordance with the Pooling and Servicing Agreement.

“Specified Account Designation” shall mean each of (i) Visa, (ii) Mastercard, and (iii) one or more other designations relating to credit card accounts specified by the Seller in writing for which the Rating Agency Condition is satisfied in respect of each such other designation’s inclusion as a Specified Account Designation, or, in the case of S&P Global Ratings, acting through Standard and Poor’s Ratings Services LLC (“S&P”) where it is a Rating Agency with respect to a Series, Class or Related Securities, the Seller has provided at least 10 days prior written notice to S&P of such other designation’s inclusion as a Specified Account Designation.

Cardholder Monthly Payment Rates for the Accounts

The following table sets forth the highest and lowest cardholder monthly payment rates for all months during the periods shown, in each case, calculated as a percentage of the account balances at the beginning of each month during the period. Monthly payment rates on the Account Assets may vary due to, among other things, the availability of other sources of credit, general economic conditions, consumer spending and borrowing patterns and the terms of the Accounts (which are subject to change by RBC) and marketing programs of RBC.

Cardholder Monthly Payment Rates for the Accounts
(% of Pool Balance)⁽¹⁾⁽²⁾

The Accounts

General

The Account Assets relate to Seller Credit Card Accounts established by RBC in each year from 1967 to and including [December 31, 2017], subject to certain exclusions.

The information in the tables above entitled “Loss Experience for the Accounts”, “Delinquencies as a Percentage of the Accounts”, “Revenue Experience for the Accounts” and “Cardholder Monthly Payment Rates for the Accounts” relates to the historical Accounts. If the mix of Account Assets changes, the loss, revenue and delinquency experience of the Accounts may be different from that set forth in the tables referred to above.

The principal receivables balances of Written-Off Accounts will be subtracted from the aggregate outstanding balance of all principal receivables owing under the Accounts on any date for the purpose of calculating the Pool Balance. Collections, however, include any Collections in respect of such Written-Off Accounts (“Recoveries”).

The Seller has represented and warranted to the Trust that the Accounts met the eligibility requirements set forth in the Pooling and Servicing Agreement as of the Cut-Off Date or Addition Cut-Off Date, as applicable, on which they became Accounts. There can be no assurance, however, that all of the Accounts will continue to meet eligibility requirements. The Seller periodically purges closed and inactive accounts in accordance with the Seller’s policies and procedures.

Subject to certain conditions, the Seller may Transfer to the Trust undivided co-ownership interests in receivables arising in Eligible Credit Card Accounts, other than the Accounts, including Participations. Such receivables and the related credit card account may not be originated or collected in the same manner as the Accounts described below and may differ with respect to loss, delinquency, revenue and payment experience. Such receivables and the related credit card accounts may also have different terms than those described below, including lower periodic finance charges. Consequently, the Transfer to the Trust of the undivided co-ownership interests in receivables arising in such credit card accounts could have the effect of reducing the average portfolio yield. In addition, actual loss and delinquency, revenue and monthly payment rate experience with respect to such receivables and account assets may be materially different from such experience for the portfolio of Account Assets described herein. See “Risk Factors – Acquisition of Additional Account Assets”.

As at ● ●, 202●, the aggregate receivables outstanding was approximately $● billion and there were ● Accounts which had an average balance of approximately $● and an average credit limit of approximately $●. The average Account balance as a percentage of the average credit limit with respect to the Accounts was approximately ●%. Additionally, for the ● 202● monthly period, ●% of the Accounts received the minimum payment due and ●% of the Accounts received a full balance payment.

The following tables summarize the Accounts by various criteria as at ● ●, 202●. References to “Receivables Outstanding” in the following tables mean Account Assets. These tables are not necessarily indicative of the future composition of the Account Assets.

Composition of Accounts by Account Balance⁽¹⁾
(as at [_____] [__], 202[_])

Composition of Accounts by Credit Limit⁽¹⁾
(as at [_____] [__], 202[_])

Composition of Accounts by Age⁽¹⁾
(as at [_____] [__], 202[_])

Composition of Accounts by Geographic Distribution⁽¹⁾
(as at [_____] [__], 202[_])

Billing and Payments

The Accounts have various billing and payment structures, including varying periodic finance charges and fees. The following is information on the current billing and payment characteristics of the Accounts.

With limited exceptions (for example, where there is no outstanding balance on a cardholder’s credit card account), monthly billing statements are sent by the Seller to cardholders at the end of the billing period. Each month, the cardholder is required to make at least the minimum payment indicated on the monthly billing statement. The minimum payment amount is typically calculated by one of two methods: (1) where the cardholder (or if held jointly, all cardholders) on the credit card account reside(s) outside the province of Quebec or is a small business credit card account, by adding the amount of any outstanding periodic finance charges plus fees outstanding (excluding any installment plan interest or monthly fees) plus $10, plus any monthly installment plan payments due that statement; or (2) for accounts held individually or jointly by any person resident in the province of Quebec, by adding any monthly installment plan payments due that statement, plus a percentage of the account’s other total outstanding balance (which percentage will be gradually increasing from 2.5% to 5% between August 1, 2019 and August 1, 2025 for Accounts opened prior to August 1, 2019, and which is 5% for Accounts opened on or after August 1, 2019). In all cases, a balance of $10 or less on a monthly billing statement must be paid in full. The full

amount of any unpaid minimum payment required in respect of preceding monthly billing statements, will also be added to the minimum payment for a billing period.

A periodic finance charge is assessed on Accounts at the annual interest rates specified at the time each Account is opened and from time to time thereafter in the monthly billing statements relating to such Account. Periodic finance charges and fees are charged on balances for purchases, cash advances and fees starting from the transaction date until the date the payment is processed by the Seller (subject to any applicable interest-free grace period on new purchases and fees). No interest is assessed on new purchases (except those converted to installment plans) and fees as long as the new balance which is owed for the month is paid in full by the payment due date, and for small business credit cards only, the new balance for the previous month was also paid in full by that month’s statement’s payment due date. For purchases converted to installment plans, interest (if applicable) will be assessed at the rate and in the manner the cardholder agreed to when they signed up for the installment plan (no interest is charged if a new installment plan is paid off in full before its first payment due date). The periodic finance charges for any month are calculated on a daily basis by multiplying each daily periodic finance charge bearing closing balance by the equivalent daily rate for the applicable annual rate. The average periodic finance charge on the Accounts relating to cash advances and purchases of goods and services was [19]% per annum for the month of ●, 202● (excluding introductory interest rates). The Seller may change the periodic finance charge on the various types of Accounts at any time with at least 30 days’ written notice to the cardholders. In May 2023, the annual interest rate on purchases was increased by 1% on some of the Accounts, after the Seller conducted an industry pricing analysis. The Seller may assess an annual or membership fee that varies depending on the type of Account.

Payments by cardholders to the Servicer on the Accounts are processed and applied first to the minimum payment, then to any remaining balance. The minimum payment portion of a payment will be first applied to any installment plan monthly payments, second to any interest (excluding interest on installment plans), third to any fees (excluding fees on installment plans), and with the remainder applied to the new balance (which is the sum of all amounts due, including all installment plan principal payments plus interest or monthly fees due that statement period, minus credits and payments), generally starting with amounts bearing the lowest interest rates before amounts bearing the highest interest rates. Payment in excess of minimum payment is applied to the remaining new balance. If the different amounts that make up new balance are subject to different interest rates, then the excess payment will be allocated proportionately to the different amounts within the new balance.

There can be no assurance that fees and other charges will remain at current levels.

FICO^® Scores

The following table sets forth the composition of the Accounts as at ● ●, 202● by FICO^® score ranges. To the extent available, FICO^® scores calculated by TransUnion or Equifax are obtained at origination and by TransUnion, quarterly thereafter. A FICO^® score is a measurement that uses information collected by the major Canadian credit bureaus to assess consumer credit risk. FICO^® scores rank-order consumers according to the likelihood that their credit obligations will not be paid in accordance with the terms of their accounts. Although TransUnion and Equifax disclose only limited information about the variables they use to assess credit risk, those variables likely include, but are not limited to, debt level, credit experience, payment patterns (including delinquency history), and level of utilization of available credit. An individual’s FICO^® score may change over time, depending on the conduct of the individual, including the individual’s usage of his or her available credit, payment patterns and changes in credit score technology used by TransUnion and Equifax.

FICO^® scores are based on independent, third-party information, the accuracy of which the Trust cannot verify. The Seller does not use standardized credit scores, such as a FICO^® score, alone for the purpose of credit adjudication. See “Credit Card Business of the Seller – Acquisition and Use of Credit Cards” in Part II of this prospectus.

The information presented in the table below should not be used alone as a method of forecasting whether cardholders will make payments in accordance with the terms of their Credit Card Agreements. Since the future composition of the Accounts may change over time, the following table is not necessarily indicative of the composition of the Accounts at any specific time in the future.

FICO^® Scores⁽¹⁾⁽²⁾

Review of Receivables in the Accounts²

General

As required by Rule 193 under the Securities Act of 1933, the Depositor has performed a review of the receivables in the Accounts and the disclosure relating to those receivables included in this prospectus, including the information provided under “Credit Card Portfolio”. The review was designed and effected to provide reasonable assurance that the disclosure regarding those receivables is accurate in all material respects.

The review process, which is conducted by the Depositor and its affiliates as described further below, involves (i) the review of information relating to the underwriting process and credit and risk controls for the Accounts, (ii) the periodic review of internal data systems, financial processes and controls, (iii) the review of information regarding the historical performance and current composition of the receivables presented in this prospectus and (iv) the review of qualitative or factual disclosure regarding the receivables presented in this prospectus.

Oversight of Underwriting, Credit and Risk Controls

The underwriting and credit authorization processes applicable to RBC’s Accounts are described under “Credit Card Business of the Seller—Acquisition and Use of Credit Cards”. RBC regularly monitors compliance with established underwriting and credit policies and procedures and risk controls, including monitoring, periodic review and validation of models that govern automated credit approval decisions as well as supplementary subjective review and approval policies. These policies, procedures and controls are overseen by committees at the board, management and line of business levels. These committees are responsible, among other things, for approval of new or significant changes to RBC’s consumer credit policies; monitoring business credit risk metrics; establishing and ensuring adherence to operational risk limits for RBC; assessing consumer credit risk performance and asset quality against all business credit risk metrics, performance trends and key risk indicators; identifying emerging risks impacting consumer credit

risk; and reviewing key risk issues identified during internal audits, credit review, regulatory examinations and internal responses to these issues.

RBC relies, primarily, on models that apply statistical, economic, financial and mathematical techniques and assumptions to provide quantitative estimates contributive to RBC’s credit approval decisions. The design, development and use of these models by RBC are subject to oversight and review by model risk governance, which is provided by the board of directors, acting through its committees, the Enterprise Model Oversight Committee (“EMOC”), appropriate line of business model risk officers and senior management. Model risk management for RBC, which reports to the EMOC, is responsible for establishing procedures that support RBC’s model risk policy and verifying that required model risk controls, as specified by the model risk policy and related control procedures, are implemented and maintained. Additionally, RBC’s EMOC conducts ongoing monitoring and periodic reviews to ensure that models are performing within the benchmarks established by the model risk policy. Model risk management for RBC evaluates the results of model performance validation and develops remediation plans for models that do not satisfy model risk policy guidelines.

RBC corporate audit is responsible for assessing the overall effectiveness of the risk management framework applicable to RBC and evaluating credit, operational, and model risk. RBC corporate audit participates in governance routines and routinely tests and evaluates RBC risk practices.

Internal Data Systems, Financial Processes and Controls

The Depositor’s review of the receivables in the Accounts is supported by RBC’s extensive control processes used in the day-to-day operation of its credit card business. These controls include financial reporting controls, regular monitoring, assessment and testing of key internal and third party business functions, including account origination, servicing and systems processing, and controls to verify compliance with procedures.

Monitoring of the Accounts and receivables is effected through an integrated network of computer systems. These systems are used to verify that information about the Accounts and receivables is accurately captured and securely maintained by RBC and its affiliates. The systems are periodically reviewed to provide reasonable assurance regarding the integrity, accuracy and completeness of the captured information. Data maintained by these computer systems facilitates management’s assessments of the accuracy and integrity of RBC’s account-level and pool asset data.

Quantitative Asset Pool Review

The Depositor and its affiliates use information generated by computer systems maintained by RBC and its subsidiaries and Total System Services, Inc. to create reports used to populate the tables included in this prospectus. The Depositor, with the assistance of a third party, reviews the financial and other quantitative information on the receivables and the Accounts presented in those tables to compare the data presented with the reports generated by RBC’s computer systems. The Depositor determines the nature, extent and timing of the review and the level of assistance provided by the third party. The Depositor assumes responsibility for the review and attributes all findings and conclusions of the review to itself.

Review of Qualitative or Factual Disclosure

Disclosure in this prospectus consisting of qualitative or factual information regarding the receivables in the Accounts was reviewed and approved by those officers and employees of the Depositor and its affiliates who are knowledgeable about such information.

Conclusion of Review

The Depositor has concluded that the review described above provides reasonable assurance that the disclosure regarding the receivables in the Accounts in this prospectus, including the information provided under “Credit Card Portfolio”, is accurate in all material respects.

Demands for Repurchases of Receivables in the Accounts

The transaction documents contain covenants requiring the repurchase of receivables from the Account Assets for the breach of a related representation or warranty as described under “Operations of the Trust – The Assignment and Transfer of Account Assets – Mandatory Purchase of Account Assets”. None of the receivables securitized by RBC (the sponsor of this securitization transaction) were the subject of a demand to repurchase or replace for a breach of such representations and warranties during the three-year period ending on ● ●, 20●. The Sponsor, as securitizer, discloses all such demands for repurchase in its reports on Form ABS 15G filed with the SEC. The Sponsor filed its most recent Form ABS 15G with the SEC on ● ●, 20●. The Sponsor’s Central Index Key (“CIK”) number is 0001000275.

Static Pool Information

Static pool information regarding the performance of the receivables in the Accounts (e.g., loss, delinquency, revenue and payment rate experience) is not being included in this prospectus at this time because all of the Accounts relating to such receivables were originated prior to [December 31, 2017] and are 60 or more months past the date on which they were originated. The origination date for each such Account is the date on which the account was opened. As a result, the designated Accounts are comprised entirely of seasoned accounts whose long-term performance attributes have stabilized and, consequently, the segmentation of the pool by vintage origination year would no longer provide insights into the pool’s performance and risk that are material and that are not otherwise evident from information relating to the pool’s performance that is presented elsewhere in this prospectus, including in the tables referred to above and below.

[Static pool information regarding the performance of the receivables in the Accounts is provided in Annex I to this prospectus, which forms an integral part of this prospectus. Static pool information consists of loss, delinquency, revenue and payment rate experience for the Trust. [The static pool information regarding the receivables in the Accounts does not include cumulative losses or prepayments, which are not relevant measures for the credit card receivables in the Accounts.] Net losses are disclosed as a more relevant measure for the credit card receivables in the Accounts. [Additionally, standardized credit scores are not included, because credit decisions are being made on an ongoing basis based on continuously evolving obligor credit scores.]]³

Certain Features of Series 202●-●
Ownership Interest and Notes

This section discusses features of the Series 202●-● ownership interest and the notes not discussed in Part II of this prospectus.

Dollar Amounts

Unless otherwise specified, all amounts expressed herein in terms of money refer to Canadian Dollars. Unless otherwise specified herein, any reference herein or in Part II of this prospectus to the

The Notes

The Class A notes will be created and issued on the Closing Date in an aggregate principal amount of U.S.$●, will bear interest at the [rate of ●% per annum][Class A Interest Rate], will be dated as of the Closing Date and will be issued in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000. The Expected Final Payment Date for the Class A notes is ●, 20●, based upon, among other things, an Accumulation Commencement Day for the Series 202●-● ownership interest of ●, 20●. Holders of the Class A notes will receive payments of principal and interest until the earlier of (a) the date on which the outstanding principal amounts of the Class A notes and all interest accrued thereon has been paid in full, and (b) the Prescription Date.

[“Class A Interest Rate Determination Day” means, for each 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 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 Interest Rate” means, (i) for each 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 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 the methodology set out under “- Interest” with respect thereto.]

The Class B notes will be created and issued on the Closing Date in an aggregate principal amount of U.S.$ ●, will bear interest at the [rate of ●% per annum][Class B Interest Rate], will be dated as of the Closing Date and will be issued in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000, except as otherwise provided herein. The Expected Final Payment Date for the Class B notes will be ●, 20●, based upon, among other things, an Accumulation Commencement Day for the Series 202●-● ownership interest of ●, 20●. Holders of the Class B notes will receive payments of principal and interest until the earlier of (a) the date on which the outstanding principal amounts of the Class B notes and all interest accrued thereon has been paid in full, and (b) the Prescription Date.

[“Class B Interest Rate Determination Day” means, for each 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 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 Interest Rate” means, (i) for each 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 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 the methodology set out under “- Interest” with respect thereto.]

The Class C notes will be created and issued on the Closing Date in an aggregate principal amount of U.S.$ ●, will bear interest at the [rate of ●% per annum][Class C Interest Rate], will be dated as of the Closing Date and will be issued in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000, except as otherwise provided herein. The Expected Final Payment Date for the Class C notes will be ●, 20●, based upon, among other things, an Accumulation Commencement Day for the Series 202●-● ownership interest of ●, 20●. Holders of the Class C notes will receive payments of principal and interest until the earlier of (a) the date on which the outstanding principal amounts of the Class C notes and all interest accrued thereon has been paid in full, and (b) the Prescription Date.

[“Class C Interest Rate Determination Day” means, for each 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 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 Interest Rate” means, (i) for each 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 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 the methodology set out under “- Interest” with respect thereto.]

“Expected Final Payment Date” means ●, 20●.

Interest

Interest will accrue on the unpaid principal amount of the Class A notes at the [rate of ●% per annum][Class A Interest Rate], will accrue on the unpaid principal amount of the Class B notes at the [rate of ●% per annum][Class B Interest Rate] and will accrue on the unpaid principal amount of the Class C notes at the [rate of ●% per annum][Class C Interest Rate]. Except as otherwise provided herein, interest on each Class of notes will be paid monthly in arrears on each Interest Payment Date to the applicable Series 202●-● noteholders. Interest on each Class of notes will be payable in U.S. Dollars. Interest payments on each Interest Payment Date (other than the first Interest Payment Date) will include interest accrued to, but excluding such Interest Payment Date and will be calculated on the basis of [the actual number of days in the applicable Interest Period, [in the case of the [Class A], [Class B] [and] [Class C] notes] [and] [a 30 day period] and a 360 day year, [in the case of the [Class A], [Class B] [and] [Class C notes]. Interest due with respect to the notes for the first Interest Payment Date will accrue from and including the Closing Date to but excluding the first Interest Payment Date. Subject to the commencement of an Amortization Period, and assuming that the Closing Date is ●, 202●, the interest to be paid on the Class A notes on the first Interest Payment Date will be [U.S.$ ●][based on the USD Compounded SOFR Index five U.S. Government Securities Business Days preceding the last day of the initial interest period plus ●%], the interest to be paid on the Class B notes on the first Interest Payment Date will be [U.S.$ ●][based on the USD Compounded SOFR Index five U.S. Government Securities Business Days preceding the last day of the initial interest period plus ●%] and the interest to be paid on the Class C notes on the first Interest Payment Date will be [U.S.$ ●][based on the USD Compounded SOFR Index five U.S. Government Securities Business Days preceding the last day of the initial interest period plus ●%]. Any interest due but not paid on any Interest Payment Date will be due on the next succeeding Interest Payment Date with additional interest at the same rate on such amount, 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 will not be paid on any day in respect of the Class B notes or Class C notes if any amount required to be paid in respect of interest on the Class A notes on that day remains outstanding as due and payable. Interest will not be paid on any day in respect of the Class C notes if any amount required to be paid in respect of interest on the Class B notes on that day remains outstanding as due and payable. The record date (“Record Date”) for holders of notes entitled to receive interest on any Interest Payment Date will be the date that is 15 days prior to the related Interest Payment Date (or if such day is not a Business Day, the next succeeding Business Day).

[If, with respect to any Interest Period, the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Class [A][B][C] notes in respect of such determination on such date and all determinations on all subsequent dates, provided that the Calculation Agent may in its sole discretion delay the date on which the Benchmark Replacement will apply to a date not later than the first day of the second full Interest Period following the related Benchmark Replacement Date. In connection with the implementation of a Benchmark Replacement, the Calculation Agent will have the right to make Benchmark Replacement Conforming Changes from time to time. Any determination, decision or election that may be made by the Calculation Agent pursuant to the foregoing, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: (i) will be conclusive and binding absent manifest error; (ii) will be made in the Calculation Agent’s sole discretion; and (iii) shall become effective without consent from any other party. The Calculation Agent may designate an entity (which may be its affiliate) to make any determination, decision or election that the Calculation Agent has the right to make in connection with the benchmark replacement provisions described above. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the

interest payable for each interest period on the Class [A][B][C] notes will be an annual rate equal to the sum of the Benchmark Replacement and the applicable margin.

Notice of the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the determination of a Benchmark Replacement and the making of any Benchmark Replacement Conforming Changes will be included in the applicable Monthly Noteholder’s Report.]

[“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.]

“Business Day” means, with respect to the notes and the Series 202●-● ownership interest, any day other than a Saturday or Sunday or a day on which banks in the City of Toronto, Ontario or the City of New York, New York are not open for business.

[“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.]

[“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.]

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

[“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.]

[“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.

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

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

where:

“SOFR Index_Start” means for Interest Periods other than the initial Interest Period, the SOFR Index value on the preceding Class [A][B][C] Interest Rate Determination Day, and, for the initial Interest Period, the SOFR Index value on [●], 20[●];

“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. 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.

Principal

It is expected that payment in full of the principal and interest on the notes will be made on the Expected Final Payment Date. No principal payments will be made to the holders of the notes until the Expected Final Payment Date or, upon the occurrence of an Amortization Commencement Day, the first Interest Payment Date thereafter. On each Interest Payment Date during an Amortization Period, holders of the notes will be paid a pro rata share of the amount deposited into the Series Distribution Account, plus amounts earned on investments on such deposits during the month on account of interest and principal,

subject to prior payment or reservation for payment of certain amounts. No principal payments will be made to the holders of the Class B or Class C notes until the Expected Final Payment Date or, upon the occurrence of an Amortization Commencement Day, until the first Interest Payment Date following payment to the holders of the Class A notes of all interest and principal owing to them. No principal payments will be made to the holders of the Class C notes until the Expected Final Payment Date or, upon the occurrence of an Amortization Commencement Day, until the first Interest Payment Date following payment to the holders of the Class B notes of all interest and principal owing to them. See “Certain Features of Series 202●-● Ownership Interest and Notes — Payment Priorities”.

Credit Support for the Notes

The Class B and Class C notes will serve as credit support for the Class A notes. Repayment of the principal amounts of the Class B and Class C notes will not be made until all principal and interest owing under the Class A notes have been fully paid. The Class C notes will serve as credit support for the Class B notes. Repayment of the principal amounts of the Class C notes will not be made until all principal and interest owing under the Class B notes have been fully paid. See “Certain Features of Series 202●-● Ownership Interest and Notes — Payment Priorities”.

Seller’s Representation and Indemnity Covenant

On the Closing Date, the Seller will issue in favour of the Trust and the Indenture Trustee a representation and indemnity covenant (the “Seller’s Representation and Indemnity Covenant”) to be dated as of the Closing Date by which the Seller shall (a) represent and warrant to the Trust that all representations made in this prospectus with respect to RBC, the credit card business of RBC, the Accounts and the receivables contain no untrue statement of a material fact and do not omit to state a material fact that is required to be stated or omit to state a material fact that is necessary to be stated in order for the statement not to be misleading in the circumstances in which it was made and (b) indemnify the Trust for any costs, claims, expenses or losses arising as a result of any misrepresentation contained in respect of such information in this prospectus or as a result of a breach by the Seller of a material representation, warranty or covenant contained in the Material Contracts.

Payment Priorities

Subject to the occurrence of a Related Event of Default, all amounts (including, for greater certainty, any Counterparty Termination Payments and any net swap receipts received by the Trust under the Swap Agreement) on deposit in the Series Distribution Account then available to be distributed to the Trust in respect of the Series 202●-● ownership interest shall be applied in the following order of priority; provided, however, that payments in respect of interest (including Class A Swap Payments, Class B Swap Payments and Class C Swap Payments) shall only occur on the Interest Payment Date and payments in respect of principal (including Class A Swap Exchange Amounts, Class B Swap Exchange Amounts and Class C Swap Exchange Amounts) shall only occur on the Expected Final Payment Date (or Interest Payment Date after the occurrence of a Related Event of Default which has not been waived or remedied, as described in “Certain Features of Series 202●-● Ownership Interest and Notes - Details of the Offering– Principal”):

“Programme Agreements” means, at any time, the Material Contracts, and any subordinated loan agreement, hedging agreement, credit enhancement agreement, asset interest enhancement agreement in effect at such time.

“Additional Funding Expenses” means, for or in respect of any Determination Period, without duplication, the following amounts payable by the Trust and allocable to the series ownership interest:

but shall not include Additional Funding Expenses or Funding Costs that have been paid or distributed to the Trust.

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

plus

plus

minus

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

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

“Class A Swap Payment” means, for any Swap Payment Date, the Party B Fixed Amount (as defined in the Class A Swap Confirmation) payable by the Trust under the Swap Agreement.

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

[“Class B Swap Payment” means, for any Swap Payment Date, the Party B Fixed Amount (as defined in the Class B Swap Confirmation) payable by the Trust under the Swap Agreement.]

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

[“Class C Swap Payment” means, for any Swap Payment Date, the Party B Fixed Amount (as defined in the Class C Swap Confirmation) payable by the Trust under the Swap Agreement.]

Transaction Fees and Expenses

The following table shows the amount or formula for the fees payable to the Custodian, the Indenture Trustee, the Issuer Trustee and the Servicer. The fees of these parties may be paid monthly, annually or on another schedule as agreed by the Administrative Agent and such party. To the extent these fees have not been paid by the Depositor or the Administrative Agent, they will be paid on each Distribution Day from amounts in the Series Distribution Account in the order of priority described in “Certain Features of the Series 202●-● Ownership Interest and the Notes — Payment Priority”. These fees will not change during the term of this securitization transaction.

Note Liquidation Account

The Indenture Trustee will establish or arrange for the establishment of a U.S. Dollar Eligible Deposit Account (the particulars of which are set forth in the Series 202●-● Supplemental Indenture) in the name of the Trust, which will constitute the Note Liquidation Account in respect of the notes (the “Note Liquidation Account”). The Trust will deposit or arrange for the deposit of all amounts received from the Swap Counterparty under the Swap Agreement, other than any Counterparty Termination Payment and any amounts required to be deposited to the swap collateral account established by the Trust as described in the Swap Agreement, to the Note Liquidation Account or as otherwise directed by the Indenture Trustee.

If, at any time, the Note Liquidation Account ceases to be an Eligible Deposit Account, the Indenture Trustee will establish or arrange for the establishment of a substitute Eligible Deposit Account as the Note Liquidation Account, transfer any funds and any Eligible Investments to such new Note Liquidation Account and, from the date any such substitute account is established and funds and Eligible Investments transferred, such account will be the Note Liquidation Account.

The Indenture Trustee will withdraw from the Note Liquidation Account and apply the aggregate amount on deposit in the Note Liquidation Account (a) first, 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, (b) second, on the Expected Final Payment Date (or 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, (c) third, on each Interest Payment Date with respect to the Class B notes toward the payment of all interest (including interest on overdue interest) due and payable in accordance with the Class B notes, pari passu; (d) fourth, on the Expected Final Payment Date (or 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 B notes in respect of principal, pari passu; (e) fifth, on each Interest Payment Date with respect to the Class C notes toward the payment of all interest (including interest on overdue interest) due and payable in accordance with the Class C notes, pari passu; and (f) sixth, on the Expected Final Payment Date (or 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 C notes in respect of principal, pari passu.

Swap Agreement

Interest and principal on the receivables is paid in Canadian Dollars at a fixed rate and any interest earned on the deposit balance of the Series Distribution Account while the notes are in their Accumulation Period will be based upon a short term deposit or investment rate. The Trust, through the Series 202●-● ownership interest, will be entitled to its allocated share of this interest and principal. However, interest and principal on the Class A[, Class B] [and] [Class C] notes will be paid in U.S. Dollars [and interest on the Class A[, Class B] [and] [Class C] notes will be payable at a floating rate of interest based on the USD Compounded SOFR Index or other applicable Benchmark]. The risk of this [interest rate and] currency mismatch will be reduced by the Trust by entering into the Swap Agreement with the Swap Counterparty.

Under the Swap Agreement, on the Closing Date, the Trust will pay to the Swap Counterparty the U.S. Dollar proceeds of the notes and will receive the Canadian Dollar Equivalent of such amount, using an exchange rate determined on such date, which will be used to purchase the Series 202●-● ownership interest. On the Swap Termination Date, the Trust will receive the U.S. Dollar principal amount of the notes from the Swap Counterparty, which will be used to repay the Series 202●-● noteholders, and will pay to the Swap Counterparty the Canadian Dollar Equivalent of such amount, determined at the exchange rate used on the Closing Date. In addition, (i) under the swap transaction relating to the Class A notes, the Trust

will be required to pay to the Swap Counterparty, on each Swap Payment Date, a fixed amount based on a rate of ●% of the Canadian Dollar Equivalent of the principal amount of the Class A notes, and the Swap Counterparty will be required to pay to the Trust on each such Swap Payment Date an amount equal to the interest payable, in U.S. Dollars, on the Class A notes on such Swap Payment Date, (ii) under the swap transaction relating to the Class B notes, the Trust will be required to pay to the Swap Counterparty, on each Swap Payment Date, a fixed amount based on a rate of ●% of the Canadian Dollar Equivalent of the principal amount of the Class B notes, and the Swap Counterparty will be required to pay to the Trust on each such Swap Payment Date an amount equal to the interest payable, in U.S. Dollars, on the Class B notes on such Swap Payment Date and (iii) under the swap transaction relating to the Class C notes, the Trust will be required to pay to the Swap Counterparty, on each Swap Payment Date, a fixed amount based on a rate of ●% of the Canadian Dollar Equivalent of the principal amount of the Class C notes, and the Swap Counterparty will be required to pay to the Trust on each such Swap Payment Date an amount equal to the interest payable, in U.S. Dollars, on the Class C notes on such Swap Payment Date.

In addition, on each Swap Payment Date after an Amortization Commencement Day in respect of the Series 202●-● ownership interest, (i) the Trust will receive from the Swap Counterparty the lesser of the outstanding principal amount of the Class A notes on that Swap Payment Date and the U.S. Dollar equivalent of the amount available at clause (c) of the priority of payments in “Certain Features of Series 202●-● Ownership Interest and Notes — Payment Priorities”, which will be used to repay the holders of the Class A notes, and the Trust will pay to the Swap Counterparty the Canadian Dollar equivalent of such amount, in each case, determined at the exchange rate used on the Closing Date, (ii) the Trust will receive from the Swap Counterparty the lesser of the outstanding principal amount of the Class B notes on that Swap Payment Date and the U.S. Dollar equivalent of the amount available at clause (e) of the priority of payments in “Certain Features of Series 202●-● Ownership Interest and Notes — Payment Priorities”, which will be used to repay the holders of the Class B notes, and the Trust will pay to the Swap Counterparty the Canadian Dollar equivalent of such amount, in each case, determined at the exchange rate used on the Closing Date and (iii) the Trust will receive from the Swap Counterparty the lesser of the outstanding principal amount of the Class C notes on that Swap Payment Date and the U.S. Dollar equivalent of the amount available at clause (g) of the priority of payments in “Certain Features of Series 202●-● Ownership Interest and Notes — Payment Priorities”, which will be used to repay the holders of the Class C notes, and the Trust will pay to the Swap Counterparty the Canadian Dollar equivalent of such amount, in each case, determined at the exchange rate used on the Closing Date.

Downgrade Triggers

[Fitch. If the Swap Counterparty no longer has a short-term rating from Fitch of “F1”, and its derivative counterparty rating, if one is assigned by Fitch, and if not, its long-term issuer default rating is no longer “A” or above (such ratings, the “Fitch Ratings”), the Swap Counterparty will, within 14 calendar days of such occurrence, provide, or arrange for the provision of, credit support in form and substance satisfactory to Fitch, and, within 60 calendar days, may (i) transfer all of its interest and obligations in and under the Swap Agreement to an eligible replacement which has debt ratings at least equal to the Fitch Second Ratings Requirement, or (ii) obtain a guarantee in form and substance satisfactory to Fitch in respect of its obligations under the Swap Agreement, provided that the guarantor of such guarantee has debt ratings at least equal to the Fitch Second Ratings Requirement (defined below).

If the Swap Counterparty no longer has a short-term rating from Fitch of “F3” and its derivative counterparty rating, if one is assigned by Fitch, and if not, its long-term issuer default rating is no longer “BBB-” or above (such ratings, the “Fitch Second Ratings Requirement”) the Swap Counterparty will, within 14 calendar days of such occurrence, provide, or arrange for the provision of, credit support in form and substance satisfactory to Fitch, and, within 60 calendar days of such occurrence, (i) transfer all of its interest and obligations in and under the Swap Agreement to an eligible replacement which has debt ratings

at least equal to the Fitch Second Ratings Requirement, or (ii) obtain a guarantee in form and substance satisfactory to Fitch in respect of its obligations under the Swap Agreement, provided that the guarantor of such guarantee has debt ratings at least equal to the Fitch Second Ratings Requirement.

Upon failure of the Swap Counterparty to provide such credit support, procure such a guarantee or transfer all of its interest and obligations in and under the Swap Agreement to such a replacement swap counterparty, in each case as required under the Swap Agreement, the Trust may terminate the Swap Agreement and arrange for the negotiation and execution of a replacement Swap Agreement.]

[Moody’s. If the Swap Counterparty no longer has a Moody’s counterparty risk assessment rating of “A2” or above, or if the Swap Counterparty is not the subject of Moody’s counterparty risk assessment rating, if it no longer has a long-term unsecured debt rating from Moody’s of “A2” or above, the Swap Counterparty will, within 30 local business days of such occurrence, provide, or arrange for the provision of, credit support in form and substance satisfactory to Moody’s. Instead of transferring credit support the Swap Counterparty may (x) transfer all of its interest and obligations in and under the Swap Agreement to an eligible replacement which has ratings at least equal to the Moody’s Second Ratings Requirement (defined below), or (y) obtain a guarantee in form and substance satisfactory to Moody’s in respect of its obligations under the Swap Agreement, provided that the guarantor of such guarantee has ratings at least equal to the Moody’s Second Ratings Requirement (defined below).

If the Swap Counterparty no longer has a Moody’s counterparty risk assessment rating of “A3” or above, or if the Swap Counterparty is not the subject of Moody’s counterparty risk assessment rating, if it no longer has a long-term unsecured debt rating from Moody’s of “A3” or above (such ratings, the “Moody’s Second Ratings Requirement”) the Swap Counterparty will (i) within 30 local business days of such occurrence, provide, or arrange for the provision of, credit support in form and substance satisfactory to Moody’s, and (ii) as soon as reasonably practicable (x) transfer all of its interest and obligations in and under the Swap Agreement to an eligible replacement which has ratings at least equal to the Moody’s Second Ratings Requirement, or (y) obtain a guarantee in form and substance satisfactory to Moody’s in respect of its obligations under the Swap Agreement, provided that the guarantor of such guarantee has ratings at least equal to the Moody’s Second Ratings Requirement.]

[DBRS. If the Swap Counterparty has both its short-term unsecured debt rating downgraded below “R-1 (low)” by DBRS and its long-term unsecured debt rating downgraded below “A” by DBRS (such ratings, the “DBRS Ratings”), the Swap Counterparty will, within 30 days of such occurrence, (i) provide, or arrange for the provision of, credit support that satisfies the Rating Agency Condition in respect of DBRS, or (ii ) transfer all of its interest and obligations in and under the Swap Agreement to an eligible replacement which has debt ratings at least equal to at least one of the DBRS Ratings, or obtain a guarantee in respect of its obligations under the Swap Agreement, provided that the guarantor of such guarantee has debt ratings at least equal to at least one of the DBRS Ratings, or (iii) take such other action as agreed between the Trust and the Swap Counterparty, subject to satisfaction of the Rating Agency Condition in respect of DBRS.

If the Swap Counterparty has both its short-term unsecured debt rating downgraded below “R-2 (middle)” by DBRS and its long-term unsecured debt rating downgraded below “BBB” by DBRS, the Swap Counterparty will within 30 days of such occurrence, (i) provide, or arrange for the provision of, additional credit support that satisfies the Rating Agency Condition in respect of DBRS, or (ii) transfer all of its interest and obligations in and under the Swap Agreement to an eligible replacement which has debt ratings at least equal to one of the DBRS Ratings, or (iii) take such other action as agreed between the Trust and the Swap Counterparty, subject to satisfaction of the Rating Agency Condition in respect of DBRS.]

Termination Rights

Either party has the right to terminate the Swap Agreement before the Swap Termination Date upon a failure to pay by the other party, the bankruptcy of the other party, or a Merger Without Assumption (as defined in the Swap Agreement) by the other party except that the Swap Counterparty does not have the right to terminate upon a failure to pay by the Trust if such failure occurs as a result of the assets of the Trust being insufficient to make the related payment in full. Upon the occurrence of an Illegality, Tax Event and Tax Event Upon Merger, as such terms are defined in the Swap Agreement, the party that is not the affected party, if there is only one affected party, or either party, if both parties are affected by such events, has the right to terminate the Swap Agreement before the Swap Termination Date. In addition, the Trust has the right to terminate the Swap Agreement before the Swap Termination Date upon the occurrence of certain downgrade triggers if the Swap Counterparty fails to take certain actions as described above under “Downgrade Triggers”. Upon any such termination by a party, such party will obtain quotations in accordance with the procedures set forth in the Swap Agreement from financial institutions selected by such party to quantify the cost or benefit to the Trust in replacing the Swap Agreement with a similar agreement with an alternative counterparty on substantially the same terms as the terminated Swap Agreement. Any amounts payable to the Trust upon any applicable early termination under the Swap Agreement (a “Counterparty Termination Payment”) shall be used by the Trust to replace the Swap Agreement and shall thereafter be deposited immediately into the Related Series Distribution Account for application as specified under “Certain Features of Series 202●-● Ownership Interest and Notes — Payment Priorities”.

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

“Swap Termination Date” means the earlier of (a) the date on which the aggregate principal amount outstanding of the notes, after giving effect to any repayment of principal on such day, has been paid in full, and (b) the Prescription Date.

The Swap Counterparty

[Royal Bank of Canada][Name of provider of derivatives] [together with information regarding such provider pursuant to Items 1115 and 1119(a)(5) of Regulation AB.].

The aggregate “significance percentage” of the derivative agreement, as calculated in accordance with Item 1115 of Regulation AB, is [less than 10%][10% or more, but less than 20%][20% or more].

[The audited consolidated financial statements of RBC contained in its Annual Report on Form 40-F for the fiscal years ended October 31, 20●● and October 31, 20●●[, and the consolidated financial statements of RBC contained in its reports on Form 6-K filed on ●, 20●●, [●, 20●●], [●, 20●●] [and] [●, 20●●] (only Exhibits [99.2, and 99.3]) (CIK number 0001000275)] are incorporated by reference in this prospectus and shall be deemed to be a part of this prospectus. In addition, all consolidated financial statements of RBC that it has filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and reports on Form 6-K it furnishes to the SEC after the date of this prospectus and prior to the termination of any offering contemplated in this prospectus shall be deemed to be incorporated by reference into this prospectus. Upon a new Annual Report and the related audited consolidated financial statements being filed by RBC with, and, where required, accepted by, the SEC, the Annual Report on Form 40-F for the fiscal year ended October 31, 20●● and the related audited consolidated financial statements shall be deemed no longer incorporated by reference into this prospectus for purposes of future offers and sales of offered notes under this prospectus.]

[The table below sets forth certain financial information with respect to the Swap Counterparty:] [Financial information contemplated by Item 1115(b)(1) or (2), as applicable, of Regulation AB.]

Book-Entry Registration

Except as set forth below, the offered notes will each be issued in registered, global form in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000. Offered notes will be issued at the closing of this offering only against payment in immediately available funds.

Each of the offered notes initially will be represented by one or more notes in registered, global form without interest coupons, or “book-entry notes”. The book-entry notes will be deposited upon issuance with The Depository Trust Company, or “DTC,” in New York, New York, or with the Indenture Trustee as custodian for DTC, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the book-entry notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the book-entry notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “―Exchange of Book-Entry Notes for Definitive Notes”. Except in the limited circumstances described below, owners of beneficial interests in the book-entry notes will not be entitled to receive physical delivery of notes in certificated form.

Transfers of beneficial interests in the book-entry notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Trust takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Trust that DTC is a limited-purpose trust company created to hold securities for its participating organizations, or “participants,” and to facilitate the clearance and settlement of transactions in those securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly, “indirect participants.” Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the participants and indirect participants.

DTC has also advised us that, pursuant to procedures established by it:

(1)           upon deposit of the book-entry notes, DTC will credit the accounts of participants designated by the Underwriters with portions of the principal amount of the book-entry notes; and

(2)           ownership of these interests in the book-entry notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interests in the book-entry notes).

Investors in the book-entry notes who are participants in DTC’s system may hold their interests therein directly through DTC. Investors in the book-entry notes who are not participants may hold their interests therein indirectly through organizations which are participants in such system. All interests in a book-entry note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of security interests that they own. Consequently, the ability to transfer beneficial interests in a book-entry note to such Persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a Person having beneficial interests in a book-entry note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of a beneficial interest in the book-entry notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the Series 202●-● Supplemental Indenture or Trust Indenture for any purpose.

Payments in respect of the principal of and interest on a book-entry note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Trust Indenture. Under the terms of the Series 202●-● Supplemental Indenture or Trust Indenture, the Trust and the Indenture Trustee will treat the persons in whose names the notes, including the book-entry notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Trust, the Administrative Agent, the Indenture Trustee nor any other agent of the Trust or the Indenture Trustee has or will have any responsibility or liability for:

(1)           any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the book-entry notes or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the book-entry notes; or

(2)           any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

DTC has advised the Trust that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the Indenture Trustee, the Administrative Agent or the Trust. Neither the Trust, the Administrative Agent nor the Indenture Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and the Trust, the Administrative Agent and the Indenture Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds.

DTC has advised the Trust that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account DTC has credited the interests in the book-entry notes and only in respect of such portion of the aggregate principal amount of the notes as to

which such participant or participants has or have given such direction. However, if there is a Related Event of Default under the notes, DTC reserves the right to exchange the book-entry notes for legended notes in certificated form, and to distribute such notes to its participants.

Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the book-entry notes among participants in DTC, DTC is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Trust, the Administrative Agent nor the Indenture Trustee nor any of their respective agents will have any responsibility for the performance by DTC, or the participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Book-Entry Notes for Definitive Notes

A book-entry note is exchangeable for definitive notes in registered certificated form, or “definitive notes,” if:

(1)           DTC (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 Exchange Act;

(2)           the Trust, at its option, notifies the Indenture Trustee in writing that it elects to cause the issuance of the definitive notes; or

(3)           there has occurred and is continuing a Related Event of Default with respect to the notes.

In addition, beneficial interests in a book-entry note may be exchanged for definitive notes upon prior written notice given to the Indenture Trustee by or on behalf of DTC in accordance with the Series 202●-● Supplemental Indenture and the Trust Indenture. In all cases, definitive notes delivered in exchange for any book-entry note or beneficial interests in book-entry notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures).

Same Day Settlement and Payment

The Trust will make or arrange for payments in respect of the notes represented by the book-entry notes (including principal and interest) by wire transfer of immediately available funds to the accounts specified by the registered holders of the book-entry notes. The Trust will make or arrange for all payments of principal and interest with respect to definitive notes by wire transfer of immediately available funds to the accounts specified by the holders of the definitive notes or, if no such account is specified, by mailing a check to each such holder’s registered address.

Requirements for SEC Shelf Registration

The SEC has adopted certain transaction requirements that we must satisfy in connection with each offering of notes (referred to as a “takedown”) from a shelf registration statement, including the offering of the notes. These new transaction requirements include:

In connection with these requirements for shelf registration, the Depositor confirms that it has reasonable grounds to believe that it met the registrant requirements set forth in General Instruction I.A.1 to Form SF-3, as in effect on the shelf eligibility determination date, as of such date. The term “shelf eligibility determination date” refers to either (i) the initial filing date of the Form SF-3 shelf registration statement of which this prospectus forms a part, or (ii) the ninetieth day after the end of the Depositor’s most recent fiscal year, whichever is the most recent to have occurred prior to the date of this prospectus.

CEO Certification

The Depositor, on behalf of the Trust, will file the CEO certification relating to the offering of the notes with the SEC under cover of Form 8-K on or before the date that the final prospectus is required to be filed, which is no later than the second business day following the date the final prospectus is first used. The certification is an expression of the CEO’s current belief only and is not a guarantee of the future performance of the receivables in the Accounts or the notes. Future developments, including developments relating to the risks and uncertainties disclosed in this prospectus, could adversely affect the performance of the receivables and the notes and could cause the CEO’s views on the matters addressed in the certification to change. The certification should not be construed as in any way mitigating or discounting those risks and uncertainties through the structuring of the securitization or otherwise. We undertake no obligation to update you if, as a result of facts or events arising after the date of this prospectus, the CEO’s views on the matters addressed in the certification were to change.

Asset Representations Review

General

In the Pooling and Servicing Agreement, the Seller makes representations and warranties concerning the receivables included in the Accounts Assets, which have been transferred and assigned to the Indenture Trustee, including the rights to enforce the representations and warranties made by the Seller. See “Operations of the Trust – The Assignment and Transfer of Account Assets – Mandatory Purchase of Account Assets”.

Clayton Fixed Income Services LLC, a Delaware limited liability company, has been appointed as the Asset Representations Reviewer under the Asset Representations Review Agreement. See “Transaction Parties —Asset Representations Reviewer” for a description of Clayton Fixed Income Services LLC. Under

the terms of the Asset Representations Review Agreement, in certain limited situations described below, the Asset Representations Reviewer is responsible for reviewing certain receivables and the related Accounts, for compliance with representations and warranties concerning those receivables made in the Pooling and Servicing Agreement that, if breached, could give rise to an obligation to accept repurchase or reassignment of some or all of the receivables in the Accounts.

A review would be required upon the occurrence of both of the following trigger events:

first, the average for any [three consecutive calendar months] of the delinquency rates for receivables in the Accounts that are 60 or more days delinquent, measured as of the end of the related monthly periods, equals or exceeds the delinquency trigger rate, as that rate may be reviewed and adjusted from time to time as described under “—Delinquency Trigger” below (and subject to the additional requirements and conditions described under “—Delinquency Trigger” below); and

second, if that delinquency trigger has occurred, then the Asset Representations Reviewer is directed by vote of the noteholders to perform a review, as follows (and subject to the additional requirements and conditions described under “—Voting Trigger” below):

Delinquency Trigger

For purposes of the delinquency trigger described above, the delinquency rate for any calendar month will be calculated as the ratio (expressed as a percentage) of the aggregate dollar amount of receivables in the Accounts that are 60 or more days delinquent to the aggregate dollar amount of all of the receivables in the Accounts, measured as of the end of the related monthly period. For purposes of this delinquency rate calculation, the aggregate dollar amount of receivables in the Accounts that are 60 or more days delinquent does not include receivables that are charged off as uncollectible.

In determining the delinquency trigger, including the delinquency trigger rate, we sought to identify a circumstance when rising delinquencies might begin to cause a reasonable investor concern that the receivables comprising the Accounts might not have complied with the representations and warranties concerning those receivables made in the Pooling and Servicing Agreement.

We determined to use the delinquency rate for receivables that are 60 or more days delinquent because it is a relatively stable metric by which to measure nonperforming assets at different points in time. We determined to use [a monthly][a rolling three-month] average of that delinquency rate because it is a measure of nonperforming assets over a period of time and is, therefore, a better measure of the significance of that nonperformance than is a measure of nonperforming assets at any particular point in time.

The “delinquency trigger rate” will initially equal [8.00]%, which percentage will be reviewed and may be adjusted as described further below. In determining the delinquency trigger rate, we considered two primary factors: (i) the historical peak delinquency rate for receivables in the Accounts that are 60 or more days delinquent and (ii) the history of repurchase demands for receivables in the Accounts where the breach of a representation or warranty had been asserted. Since January 2005, the historical peak delinquency rate for receivables in the Accounts that are 60 or more days delinquent was [1.80]%. During that same period, neither the Indenture Trustee nor any noteholder has made a repurchase demand or asserted a breach of a representation or warranty concerning the receivables. We believe that delinquency rates that do not exceed the historical peak rate by a reasonable margin are far less likely to bear either a causal or a correlative relationship to any putative or actual breaches of representations and warranties concerning delinquent receivables, particularly in the case of the Trust, where no repurchase demand has ever been made nor breach of a representation or warranty been asserted. Based on these considerations and as specified above, we set the initial delinquency trigger rate at [8.00]%, determined by multiplying the historical peak rate of [1.80]% by a factor of [4.20], which we believe to be an appropriate multiple for a securitization platform that was established more than [17] years ago and with no history of repurchase demands.

The delinquency trigger rate will be reviewed and may be adjusted upon the occurrence of any of the following events:

provided, however, that, for so long as a delinquency trigger has occurred and is continuing, a review of the delinquency trigger rate that would otherwise be required as specified above will be delayed until the date on which the Trust first reports in its Monthly Noteholder’s Report on Form 10-D that the delinquency trigger is no longer continuing.

In the case of a review undertaken upon the occurrence of an event described in clause (i) above, we may increase or decrease the delinquency trigger rate by any amount we reasonably determine to be appropriate based on the composition of the Accounts at the time of the review. In the case of a review undertaken upon the occurrence of an event described in clause (ii) above, we may increase or decrease the delinquency trigger rate by any amount we reasonably determine to be appropriate as a result of the related change in law or regulation. Any adjustment to the delinquency trigger rate will be disclosed in the Trust’s Monthly Noteholder’s Report on Form 10-D for the distribution period in which the adjustment occurs, which report will include a description of how the adjusted delinquency trigger rate was determined to be appropriate.

Voting Trigger

For purposes of the voting trigger described above, in determining whether the requisite percentage of noteholders have given any direction, notice, or consent, any notes owned by the Trust, RBC, the Servicer, the Depositor, any other holder of the Retained Interest, the Asset Representations Reviewer, or any of their respective affiliates will be disregarded and deemed not to be outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such direction, notice, or

consent, only notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith will not be disregarded and may be regarded as outstanding if the pledgee establishes to the Indenture Trustee’s satisfaction the pledgee’s right so to act with respect to such notes and that the pledgee is not the Trust, RBC, the Servicer, the Depositor, any other holder of the Retained Interest, the Asset Representations Reviewer, or any of their respective affiliates.

If the requisite percentage of noteholders direct that a vote be taken on whether to initiate a review, then the Indenture Trustee will be required (i) to promptly provide written notice of such direction to all noteholders by delivering notice of such direction to noteholders at their addresses appearing on the note register, and (ii) to conduct a solicitation of votes of noteholders to initiate a review, which solicitation of votes must occur within 90 days of the delivery of such notice by the Indenture Trustee. If a vote in which an asset review quorum participates occurs within the 90-day period and noteholders holding more than 50% of the aggregate unpaid principal amount of notes casting a vote direct that a review be undertaken, then the Indenture Trustee will be required to promptly provide written notice to the Depositor, the Servicer, RBC, and noteholders in the same manner as described above and a review will commence as described below. In connection with the solicitation of votes to authorize an asset review as described above, an “asset review quorum” means noteholders evidencing at least 5% of the aggregate unpaid principal amount of notes outstanding.

The voting procedures relating to the voting trigger described above are subject to the following additional conditions:

First, as described above, once the delinquency trigger has occurred, a vote will be taken on whether to initiate a review only if the requisite percentage of noteholders direct within the prescribed 90-day petition period that a vote be taken. For so long as the delinquency trigger has occurred and is continuing, a new 90-day petition period will commence each month, beginning on the date on which the Trust reports in the related Monthly Noteholder’s Report on Form 10-D that the delinquency trigger is continuing.

Second, subject to the additional requirements and conditions described in this section, if a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway, noteholders may not initiate another petition, vote, or review unless and until the prior petition, vote, or review is completed. For this purpose —

Asset Review

Once both triggers have occurred (i.e., the delinquency trigger rate has been reached or exceeded and the Indenture Trustee has notified the Servicer that noteholders have voted to conduct a review in accordance with the procedures described above), the Servicer will be required to promptly provide written notice (a “review notice”) to the Asset Representations Reviewer and, within 20 days after providing such notice, the Servicer will deliver to the Asset Representations Reviewer a current list that identifies each Account with receivables that are 60 or more days delinquent, as reported in the Trust’s most recent Monthly Noteholder’s Report on Form 10-D, together with each Account’s receivables balance. The Asset Representations Reviewer will then conduct a review of those Accounts and the receivables arising in those Accounts (“review Accounts” and “review receivables,” respectively) in accordance with the process described below. The objective of the Asset Representations Review process is to enable the Asset Representations Reviewer to independently identify noncompliance with a representation or warranty concerning the review receivables.

The Asset Representations Review Agreement provides that, in connection with any review, the Servicer will grant the Asset Representations Reviewer access to documents, data, and other information (“review materials”) related to the performance of its review of the review Accounts and review receivables electronically or at one of its offices in the U.S. within 60 days after the Servicer provides a review notice. If the Servicer provides access to review materials at one of its offices in the U.S., such access will be afforded without charge but only (i) upon reasonable notice, (ii) during normal business hours, (iii) subject to the Servicer’s normal security and confidentiality procedures and (iv) at offices designated by the Servicer. Upon obtaining access to the review materials, the Asset Representations Reviewer will review them to determine if any materials are missing or incomplete and, as a result, are insufficient for the Asset Representations Reviewer to perform any procedure related to the performance of its review (each, a “testing procedure” or “test”). If the Asset Representations Reviewer determines that any review materials are missing or incomplete, it will notify the Servicer promptly, and in any event no more than 20 days after obtaining access to the review materials. The Servicer will then have 30 days to provide the Asset Representations Reviewer access to the missing or incomplete materials. If access to the missing or incomplete materials has not been provided by the Servicer within that 30-day period, the Asset Representations Reviewer will indicate in the review report that any tests that cannot be completed for the related review Accounts and/or review receivables are incomplete.

The Asset Representations Reviewer will conduct its review based on information contained in the review materials and other generally available information. Therefore, the Asset Representations Reviewer’s ability to determine if review receivables have failed to comply with a representation or warranty will depend on whether the review materials for those review receivables or the related review Accounts provide a sufficient basis for that conclusion. Neither noteholders nor the Indenture Trustee will be able to change the scope of the testing procedures or any review using the testing procedures, or to contest any finding or determination by the Asset Representations Reviewer.

Upon receiving access to the review materials, the Asset Representations Reviewer will start its review of the review Accounts and review receivables and complete its review within 90 days after receiving access to substantially all of the review materials, or such longer period of time (not to exceed an additional 30 days) as the Servicer, the Asset Representations Reviewer and the other parties to the Asset Representations Review Agreement may agree. If the Asset Representations Reviewer determines that any review materials are missing or incomplete and the Servicer provides the Asset Representations Reviewer with access to the missing or incomplete materials as described above, the review period will be extended for an additional 30 days beyond the period described immediately above.

The review will consist of performing specific tests for each representation and warranty and determining whether each test was passed or failed. If any review receivable or review Account was included in a prior review, the Asset Representations Reviewer will not perform any tests on it, but will include the results of the previous tests in the review report for the current review. If the Servicer notifies the Asset Representations Reviewer that the review receivables with respect to any review Account have been paid in full or repurchased from the pool before the review report is delivered, the Asset Representations Reviewer will terminate the tests of those review receivables and related review Accounts and the review of those review receivables and related review Accounts will be considered complete. If a review is in process and the unpaid principal balance of all notes will be reduced to zero on the next Distribution Day, the Servicer will notify the Asset Representations Reviewer no less than 10 days before that Distribution Day. On receipt of that notice, the Asset Representations Reviewer will terminate the review immediately and will not be obligated to deliver a review report.

The review tests were designed to determine whether the review receivables were not in compliance with the representations and warranties made about them in the Pooling and Servicing Agreement. There may be multiple tests for each representation and warranty. The review is not designed to determine why the obligor is delinquent or the creditworthiness of the obligor. The review is not designed to determine whether the receivables were serviced in compliance with the Pooling and Servicing Agreement. The review is not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether RBC’s origination, underwriting, and servicing policies and procedures are adequate, reasonable or prudent. The Asset Representations Reviewer is not responsible for determining whether any finding of noncompliance with these representations and warranties constitutes a breach of any contractual provision of the Pooling and Servicing Agreement or if any receivable is required to be repurchased.

Within ten days following the completion of its review, the Asset Representations Reviewer will provide the Servicer with a preliminary report setting out each preliminary test result for the review Accounts and review receivables. The Servicer will provide the preliminary report to the Depositor and RBC within two business days of receipt of the report. If, within 30 days of the date that the Depositor and RBC receive the preliminary report, the Servicer receives supplemental review materials to potentially refute any finding in the preliminary report, the Servicer will within two business days of its receipt make such supplemental review materials available to the Asset Representations Reviewer. If supplemental review materials are made available to the Asset Representations Reviewer, the review period will be re-opened and the Asset Representations Reviewer will complete its review on the basis of such supplemental review materials within 30 days of receiving access to those supplemental review materials, or such longer period of time (not to exceed an additional 15 days) as the Servicer, the Asset Representations Reviewer and the other parties to the Asset Representations Review Agreement may agree. The Asset Representations Reviewer will then consider such supplemental review materials and, within ten days following completion of its re-opened review, either confirm or revise its preliminary report and provide the Servicer and the Indenture Trustee with a final report setting out each final test result for the review Accounts and review receivables, redacted to protect personally identifiable information in any form relating to obligors, as determined by the Asset Representations Reviewer with the concurrence of the Servicer.

If, within 40 days after the date that the Asset Representations Reviewer provided its preliminary report to the Servicer, the Servicer has not made available to the Asset Representations Reviewer supplemental review materials to potentially refute a finding in the preliminary report, then within ten days following such 40th day, the Asset Representations Reviewer will make its final report (which will be based on the findings set forth in the preliminary report) available to the Indenture Trustee and the Servicer, redacted to protect personally identifiable information in any form relating to obligors, as determined by

the Asset Representations Reviewer with the concurrence of the Servicer. The Servicer will provide the final report to the Depositor and RBC within two business days of receipt of the report.

A summary of the Asset Representations Reviewer’s final report will also be included in the Trust’s Monthly Noteholder’s Report on Form 10-D for the distribution period in which the final report is provided to the Indenture Trustee and the Servicer.

Following its receipt of the Asset Representations Reviewer’s final report, the Depositor will investigate any findings of noncompliance contained in the report and make a determination regarding whether any such noncompliance constitutes a breach of any contractual provision of any transaction agreement. If the Depositor determines that a breach has occurred, it will provide notice to RBC and the Indenture Trustee. See “Operations of the Trust – The Assignment and Transfer of Account Assets – Mandatory Purchase of Account Assets” for a discussion of the obligations of the Seller, and the rights of the Indenture Trustee and noteholders, if the Seller breaches certain representations and warranties concerning the receivables made in the Pooling and Servicing Agreement.

Limitation on Liability; Indemnification

The Asset Representations Reviewer will not be liable for any action taken, or not taken, in good faith under the Asset Representations Review Agreement or for errors in judgment, but will be liable for its willful misconduct, bad faith or negligence in performing its obligations under the Asset Representations Review Agreement. The Asset Representations Reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance with, or breach of, any representation or warranty made about the receivables. The Servicer will indemnify the Asset Representations Reviewer for any loss, liability or expense resulting from the Asset Representations Reviewer’s performance of its obligations under the Asset Representations Review Agreement unless resulting from the willful misconduct, bad faith or negligence of the Asset Representations Reviewer or the breach of representations made by the Asset Representations Reviewer in the Asset Representations Review Agreement.

Eligibility of Asset Representations Reviewer

The Asset Representations Review Agreement provides that the Asset Representations Reviewer must be an “eligible” Asset Representations Reviewer, meaning that it may not be (i) affiliated with RBC, the Depositor, the Servicer, the Indenture Trustee or the Issuer Trustee, or any of their respective affiliates, or (ii) the same party (or an affiliate of any party) hired by RBC, the Depositor, or any underwriter of the investor certificates or notes to perform due diligence work on the pool assets in connection with the closing for an issuance of notes.

Resignation and Removal of the Asset Representations Reviewer

The Asset Representations Reviewer may not resign, except:

(a)       upon a determination that (i) the performance of its duties under the Asset Representats Review Agreement is no longer permissible under applicable law and (ii) there is no reasonable action which the Asset Representations Reviewer could take to make the performance of its duties thereunder permissible under applicable law;

(b)       on or after the fifth anniversary of the Asset Representations Reviewer’s engagement date ([__]), upon one year’s written notice (or such shorter notice period as the parties to the Asset Representations Review agreement may agree) from the Asset Representations Reviewer to the Servicer, RBC, the Depositor and the Indenture Trustee; or

(c)       upon a failure by the Servicer to pay any material amount due to the Asset Representations Reviewer under the Asset Representations Review Agreement when such amount becomes due and payable, and continuance of that non-payment for a period of 60 days following the date on which that amount became due and payable.

The Servicer may or, in the case of clause (i) below, shall remove the Asset Representations Reviewer by delivery of a written instrument to that effect if the Asset Representations Reviewer:

(i)        ceases to be an eligible Asset Representations Reviewer;

(ii)       fails duly to observe or perform in any material respect any of its covenants or agreements set forth in the Asset Representations Review Agreement; or

(iii)       becomes insolvent.

The Servicer may also remove the Asset Representations Reviewer by delivery of a written instrument to that effect on or after the fifth anniversary of the Asset Representations Reviewer’s engagement date, upon 60 days’ written notice (or such shorter notice period as the parties to the Asset Representations Review Agreement may agree) from the Servicer to the Asset Representations Reviewer, RBC, the Depositor and the Indenture Trustee.

Upon the resignation or removal of the Asset Representations Reviewer, the Servicer will use commercially reasonable efforts to appoint a successor Asset Representations Reviewer, who must be an eligible Asset Representations Reviewer. If a successor Asset Representations Reviewer has not been appointed within 60 days after the giving of written notice of such resignation or the delivery of the written instrument with respect to such removal, the Asset Representations Reviewer or the Servicer may apply to any court of competent jurisdiction to appoint a successor Asset Representations Reviewer to act until such time, if any, as a successor Asset Representations Reviewer has been appointed by the Servicer as otherwise provided in the Asset Representations Review Agreement. Any successor Asset Representations Reviewer appointed by such court will immediately and without further act be superseded by any successor Asset Representations Reviewer appointed by the Servicer. No resignation or removal of the Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer who is an eligible Asset Representations Reviewer is in place.

Any person into which, in accordance with the Asset Representations Review Agreement, the Asset Representations Reviewer may be merged or consolidated, any person resulting from any merger or consolidation to which the Asset Representations Reviewer is a party, or any person succeeding to the business of the Asset Representations Reviewer, upon:

(1)       execution of a supplement to the Asset Representations Review Agreement;

(2)       delivery of an officer’s certificate of the Asset Representations Reviewer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with the applicable provisions of the Asset Representations Review Agreement, that the successor Asset Representations Reviewer is an eligible Asset Representations Reviewer, and that all conditions precedent set forth in the Asset Representations Review Agreement have been complied with; and

(3)       delivery of an opinion of counsel that such supplemental agreement is legal, valid and binding with respect to the Asset Representations Reviewer,

will be the successor to the Asset Representations Reviewer under the Asset Representations Review Agreement.

Asset Representations Reviewer Compensation

As compensation for its activities under the Asset Representations Review Agreement, the Asset Representations Reviewer will be entitled to receive an annual fee with respect to each annual period prior to termination of the Asset Representations Review Agreement. In addition, following the completion of a review and delivery of the final review report, the Asset Representations Reviewer will be entitled to receive a review fee. The Servicer will pay the annual fees and review fees of the Asset Representations Reviewer and will reimburse the Asset Representations Reviewer for its reasonable travel expenses for a review and for its participation in any dispute resolution proceeding, to the extent not otherwise paid by a party to the dispute resolution proceeding.

Amendment of the Asset Representations Review Agreement

By accepting a note, a noteholder will be deemed to acknowledge that the Asset Representations Reviewer, RBC, the Depositor, and the Servicer may amend the Asset Representations Review Agreement, without the consent of any of the Trust or any of the noteholders, (i) to comply with any change in any applicable federal, state law or provincial law or regulation, to cure any ambiguity, to correct or supplement any provisions in the Asset Representations Review Agreement, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the Asset Representations Review agreement (including the content of any exhibit to the Asset Representations Review Agreement), so long as the amendment will not, in the reasonable belief of the Depositor, as evidenced by an officer’s certificate of the Depositor delivered to RBC, the Servicer, and the Indenture Trustee, adversely affect in any material respect the interests of any noteholder whose consent has not been obtained, or (ii) to correct any manifest error in the terms of the Asset Representations Review Agreement as compared to the terms expressly set forth in an applicable prospectus.

The Asset Representations Reviewer, RBC, the Depositor, and the Servicer may also amend the Asset Representations Review Agreement, with the consent of noteholders holding more than 50% of the aggregate unpaid principal amount of all outstanding notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Asset Representations Review Agreement or of modifying in any manner the rights of the notes.

For purposes of the provisions of the Asset Representations Review Agreement requiring the consent of noteholders to amend the Asset Representations Review Agreement, in determining whether the requisite percentage of noteholders have given any such consent, any notes owned by the Trust, RBC, the Servicer, the Depositor, any other holder of the Retained Interest, the Asset Representations Reviewer, or any of their respective affiliates will be disregarded and deemed not to be outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such direction, notice, or consent, only notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith will not be disregarded and may be regarded as outstanding if the pledgee establishes to the Indenture Trustee’s satisfaction the pledgee’s right so to act with respect to such notes and that the pledgee is not the Trust, RBC, the Servicer, the Depositor, any other holder of the Retained Interest, the Asset Representations Reviewer, or any of their respective affiliates.

Dispute Resolution

If, pursuant to the provisions of the Pooling and Servicing Agreement, the Custodian, the Trust, as a Series Co-Owner or [any credit enhancement provider], as applicable (referred to as the “Requesting

Party”), provide written notice that RBC (in such capacity, the “Representing Party”) is obligated to repurchase any receivable due to an alleged breach of a representation and warranty, and the repurchase obligation has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt of such written notice, the Requesting Party will have the right to refer the matter, at its discretion, to either third-party mediation (including nonbinding arbitration) or arbitration and RBC will be deemed to have consented to the selected resolution method. See “Operations of the Trust – The Assignment and Transfer of Account Assets – Mandatory Purchase of Account Assets” for a discussion of the obligations of the Seller, and the rights of the Indenture Trustee and noteholders, if the Depositor or RBC breaches certain representations and warranties concerning the receivables made in the Pooling and Servicing Agreement. At the end of the 180-day period described above, the Representing Party may provide notice informing the Requesting Party of the status of its request or, in the absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 calendar days of the conclusion of the 180-day period described above. Each Representing Party agrees to participate in the resolution method selected by the Requesting Party.

If the Requesting Party selects mediation as the resolution method, the mediation will be administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules and Mediation Procedures (the “Rules”) in effect on the date of the Series Purchase Agreement. However, if any of the Rules are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control. The mediator will be independent, impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by AAA. Upon being supplied a list of at least ten potential mediators by AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible. Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within 10 Business Days of the selection of the mediator and to conclude the mediation within 30 days of the start of the mediation. The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Representing Party as part of the mediation. A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations.

If the Requesting Party selects arbitration as the resolution method, the arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in the Pooling and Servicing Agreement, and under the auspices of the AAA and in accordance with the Rules.

If the repurchase request at issue involves a repurchase amount of less than 5% of the total principal receivables in the Accounts as of the date of such repurchase request, a single arbitrator will be used. That arbitrator will be independent, impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney or retired judge specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by the AAA. Upon being supplied a list of at least ten potential arbitrators by the AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible.

If the repurchase request at issue involves a repurchase amount equal to or in excess of 5% of the total principal receivables in the Accounts as of the date of such repurchase request, a three-arbitrator panel will be used. The arbitral panel will consist of three members, (a) one to be appointed by the Requesting Party within five Business Days of providing notice to the Representing Party, as applicable, of its selection of arbitration, (b) one to be appointed by the Representing Party within five Business Days of the Requesting Party’s appointment and (c) the third, who will preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five Business Days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Rules.

Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of the Series Purchase Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

It is the parties’ intention that, after consulting with the parties, the arbitrator or arbitral panel, as applicable, will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 30 days after appointment of the arbitrator or arbitral panel, as applicable. The arbitrator or the arbitral panel, as applicable, will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration. Consistent with the expedited nature of arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense. At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours’ duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive. All discovery shall be completed within sixty (60) calendar days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable, will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary.

It is the parties’ intention that the arbitrator or the arbitral panel, as applicable, will resolve the dispute in accordance with the terms of the Series Purchase Agreement, and may not modify or change the Series Purchase Agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award punitive damages or consequential damages in any arbitration conducted. It is the parties’ intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitrator or the arbitral panel, as applicable, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion.

The determination of the arbitrator or the arbitral panel, as applicable, will be in writing and counterpart copies will be promptly delivered to the parties. The determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the determination of the arbitrator or the arbitral panel, as applicable will be final and non-appealable and may be entered in and may be enforced in, any court of competent jurisdiction.

By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration.

The following provisions will apply to both mediations and arbitrations:

Investor Communication

The Indenture requires the party responsible for making periodic filings with the SEC on Form 10-D, which is currently RBC in its capacity as Servicer, to include in the Form 10-D any request from an investor in the notes to communicate with other investors in the notes in connection with the exercise of their rights as investors under the terms of the related transaction agreements, so long as the request was received by the party responsible for making the Form 10-D filing during the related reporting period. The Indenture requires that, if the Trust or the Indenture Trustee receives a request from an investor in the notes to communicate with one or more other investors in the notes, the Trust or the Indenture Trustee, as applicable, will communicate that request to the Servicer and the Depositor, to be reported on Form 10-D as specified above.

Disclosure in the relevant Form 10-D will include: the name of the investor making the request, the date the request was received, a statement to the effect that the party responsible for filing the Form 10-D has received a request from such investor and stating that such investor is interested in communicating with other investors with regard to the possible exercise of rights under the related transaction agreements, and a description of the method other investors may use to contact the requesting investor.

The Indenture permits the party responsible for filing the Form 10-D to verify the identity of a beneficial owner of the notes prior to including a request to communicate with other investors in a Form 10-D, by requiring a written certification from the investor that it is a beneficial owner and one other form of documentation, such as a trade confirmation, an account statement, a letter from the beneficial owner’s broker or dealer, or another similar document.

Plan of Distribution

Subject to the terms and conditions set forth in the underwriting agreement (the “Underwriting Agreement”) between the Trust, RBC and [Underwriters] (together, the “Underwriters”), the Trust has agreed to sell to the Underwriters the principal amount of the offered notes, and each of the Underwriters has severally and jointly agreed to purchase from the Trust the principal amount of the offered notes set forth opposite their names below:

The Underwriters propose initially to offer the offered notes to the public at the prices set forth on the cover page hereof and to certain dealers at such price less concessions not in excess of [●]% of the principal amount of the Class A notes, [[●]% of the principal amount of the Class B notes] [and] [[●]% of the principal amount of the Class C notes]. The Underwriters may allow, and such dealers may reallow, concessions not in excess of [●]% of the principal amount of the Class A notes, [[●]% of the principal amount of the Class B notes] [and] [[●]% of the principal amount of the Class C notes] to certain brokers and dealers. After the initial public offering, the public offering price and other selling terms may be changed by the Underwriters. The Underwriters may offer and sell the offered notes through certain of their affiliates.

The Underwriting Agreement provides that the obligations of the Underwriters to purchase the notes offered hereby are subject to certain conditions precedent.

In the Underwriting Agreement, the Trust has agreed that the Trust will indemnify the Underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or contribute to payments that the Underwriters may be required to make in respect of those liabilities.

The offered notes have not been and will not be qualified for sale to the public under applicable Canadian securities laws and the Underwriters have agreed in the Underwriting Agreement not to offer or sell the offered notes outside of the United States (including within Canada or to, or for the account or benefit of, any purchasers resident in Canada) without the express written consent of the Trust.

No action has been taken by the Trust or the Underwriters which would or is intended to permit an offer of notes to the public in any country or jurisdiction where action for that purpose is required. Accordingly, no offer or sale of any notes has been authorized in any country or jurisdiction where action for that purpose is required and neither this prospectus nor any other circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction, except under circumstances which will result in compliance with applicable laws and regulations.

The notes are a new issue of securities, and there is currently no established trading market for the notes. The Trust does not intend to apply for the notes to be listed on any securities exchange or to arrange for the notes to be quoted on any quotation system. The Underwriters may make a market in the notes after the completion of the offering, but are not obligated to do so. The Underwriters may discontinue any market-making in the notes at any time in their sole discretion. Accordingly, the Trust cannot assure you that a liquid trading market will develop for the notes, that you will be able to sell your notes at a particular time or that the prices you receive when you sell will be favorable.

In connection with the offering of the notes, the Underwriters may engage in overallotment and syndicate covering transactions and may engage in stabilizing transactions. Overallotment means sales in excess of the offering size, which creates a short position for the Underwriters. Stabilizing transactions involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the Underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at any time.

The Underwriters and their affiliates perform various financial advisory, investment banking and commercial banking services from time to time for the Trust and its affiliates. [RBC Capital Markets, LLC, an Underwriter, is a wholly-owned subsidiary of RBC, which is the Sponsor, the Seller, the Servicer and the Administrative Agent for the Trust. In connection with acting as an Underwriter, RBC Capital Markets, LLC will be paid a commission calculated as a percentage of the purchase price for the notes.]

Selling Restrictions: United Kingdom

Prohibition on Sales to UK Retail Investors. Each Underwriter has represented and agreed that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any notes which are the subject of the offering contemplated by this prospectus to any UK Retail Investor in the UK. For the purposes of this provision:

Other UK Regulatory Restrictions. Each Underwriter has represented and agreed that it has:

The notes have not been, and will not be, offered in the UK or to UK persons, and no proceeds of any notes will be received in the UK.

Selling Restrictions: European Economic Area

Prohibition on Sales to EU Retail Investors. Each Underwriter has represented and agreed severally that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes which are the subject of this prospectus to any EU Retail Investor in the EEA. For the purposes of this provision:

United States Federal Income Tax Consequences

General

The following summary describes anticipated material U.S. federal income tax consequences to a U.S. Holder (as defined below) of the purchase, ownership and disposition of the notes. The following summary has been prepared and reviewed by Katten Muchin Rosenman LLP as special U.S. tax counsel to the Trust. This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”)

the U.S. Treasury regulations promulgated and proposed thereunder (the “Treasury Regulations”), revenue rulings and judicial decisions, and the Canada-U.S. Income Tax Convention (1980), all in effect as of the date hereof, and all of which are subject to change, perhaps retroactively.

The summary is addressed only to U.S. Holders that are original purchasers of the notes, who acquire notes pursuant to this Prospectus at the issue price set forth herein. In addition, this summary deals only with notes held as capital assets within the meaning of Section 1221 of the Code. Except as specifically set forth below, this summary does not address tax consequences of holding notes that may be relevant to investors in light of their own investment circumstances or their special tax situations, including the following:

For purposes of this summary, a “U.S. Holder” is a beneficial owner of notes that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S., any state in the U.S. or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of notes other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership and disposition of the notes. In addition, if an entity that is classified as a partnership for U.S. federal income tax purposes holds notes, the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners. Non-U.S. Holders and partners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership and disposition of notes. Furthermore, this summary does not address the U.S. estate, state, local or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of the notes.

Special U.S. tax counsel to the Trust is of the opinion that the following summary of U.S. federal income tax consequences is correct in all material respects. An opinion of special U.S. tax counsel to the Trust, however, is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts, and no ruling on any of the issues discussed below will be sought from the IRS. In addition, no transaction closely comparable to the issuance and purchase of the notes has been the subject of any Treasury Regulation, revenue ruling or judicial decision. Accordingly, we suggest that persons considering the purchase of notes consult their own tax advisors with regard to the U.S. federal income tax consequences of an investment in the notes and the application of U.S. federal income tax laws, as well as the laws of any U.S. state, local or foreign taxing jurisdictions, to their particular situations.

Tax Classification of the Trust and the Notes

Treatment of the Trust. Special U.S. tax counsel to the Trust is of the opinion that, although no transaction closely comparable to that contemplated herein has been the subject of any Treasury Regulation, revenue ruling or judicial decision, and although such conclusion is not free from doubt, the notes should be treated as issued by an entity taxable as a corporation for U.S. federal income tax purposes. The Trust will not be subject to U.S. federal income tax so long as the income of the Trust is not effectively connected to a U.S. trade or business or if effectively connected, such income is not attributable to a permanent establishment in the United States. In addition, the income of the Trust generally will not be subject to U.S. withholding tax so long as the income of the Trust is not U.S. source income. Based upon written representations made by the Issuer Trustee on behalf of the Trust relating to the Trust’s proposed assets and activities, special U.S. tax counsel to the Trust is of the opinion that the income of the Trust will not be (a) treated as effectively connected with a U.S. trade or business, (b) attributable to a permanent establishment in the United States or (c) treated as U.S. source income subject to U.S. withholding tax. However, as discussed above, this opinion is not binding on the IRS and no assurance can be given that the conclusions described above will prevail.

The precise tax classification of the Trust for U.S. federal income tax purposes is not certain. It is possible the Trust could be ignored or disregarded for U.S. federal income tax purposes and RBC could be treated as issuing the notes or holding the assets of the Trust directly or that the Trust could be treated as a “business trust” or association taxable as a corporation for U.S. federal income tax purposes. Alternatively, the Trust could be treated as a partnership or an “investment trust” for U.S. federal income tax purposes. If the notes are characterized as debt as described below at “Treatment of the Notes as Debt”, the precise tax classification of the Trust for U.S. federal income tax purposes should not have a significant U.S. federal income tax effect on U.S. Holders. If the notes were characterized as an equity interest, these alternative characterizations may have significant and adverse tax effects on particular U.S. Holders as stated below under “Possible Alternative Classifications of the Notes”.

Treatment of the Notes as Debt. Special U.S. tax counsel to the Trust is of the opinion that, although no transaction closely comparable to that contemplated herein has been the subject of any Treasury

Regulation, revenue ruling or judicial decision, the notes, to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than RBC, will be characterized as debt for U.S. federal income tax purposes. However, opinions of counsel are not binding on the IRS, and there can be no assurance that the IRS could not successfully challenge this conclusion. The Trust agrees by entering into the Trust Indenture, and the holders of notes agree by their purchase and holding of the notes, to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.

Possible Alternative Classifications of the Notes. If, contrary to the opinion of special U.S. tax counsel to the Trust, the IRS successfully asserted that the notes did not represent debt for U.S. federal income tax purposes, it could find that a note represents an equity interest in a non-U.S. corporation or a non-U.S. partnership for U.S. federal income tax purposes. The Trust currently does not intend to comply with the U.S. federal income tax reporting requirements that would apply if the notes were treated as equity interests in a corporation or partnership.

Prospective investors should consult their independent tax advisor regarding the possible effect to them (including the possible application of information reporting rules) of the alternative characterizations of the Trust and the notes, including those described above, having regard to the particular circumstances of such investor. The remainder of this summary assumes that for U.S. federal income tax purposes the notes will be treated as debt and that the notes will be treated as issued by a corporation.

Consequences to Holders of the Offered Notes

Interest. In general, stated interest on a note will be includible in gross income as it accrues or is received in accordance with the U.S. Holder’s usual method of tax accounting. Interest received on the notes may also constitute “investment income” for purposes of certain limitations of the Code concerning the deductibility of investment interest expense. It is expected that the notes will not be issued with original issue discount within the meaning of Section 1273 of the Code (“OID”). Prospective investors should consult their independent tax advisors regarding the potential U.S. federal income tax consequences to them of interest on the notes.

Foreign Tax Credit. Interest on a note would generally constitute Canadian source income for U.S. federal income tax purposes. Subject to certain limitations, Canadian withholding tax, if any, imposed on interest payments on the notes would generally be treated as foreign tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability (unless such tax is refundable under the relevant treaty). For foreign tax credit purposes, interest on a note generally would be treated as “passive category income” or, in certain circumstances (including in the case of certain holders that are or are affiliated with a financial services company), may be treated as “general category income”. Prospective investors should consult their independent tax advisors regarding the treatment of foreign tax credits with respect to the investors’ particular tax situation.

Disposition of the Notes. Unless a nonrecognition provision (such as the wash sale rule) applies, upon the sale, exchange, retirement or other disposition of a note, a U.S. Holder generally will recognize taxable gain or loss in an amount equal to the difference between (a) the amount realized on the disposition, other than that part of the amount attributable to accrued interest not previously included in income, which will be subject to tax as foreign source interest income, as discussed above, and (b) the U.S. Holder’s adjusted tax basis in the note. The U.S. Holder’s adjusted tax basis in a note generally will equal the cost of the note to that holder, increased by any OID or market discount previously included in income by that holder with respect to the note, and decreased by any deductions previously allowed for amortizable bond premium and by the amount of any payments of principal or OID previously included in income by that holder with respect to its note. Any related gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if at the time of sale the note has been held for more than one year. The claim