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

Exhibit 10.3

ROYAL BANK OF CANADA,

as Seller and initial Servicer

- and -

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

___________________________________________________________________________

SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

___________________________________________________________________________

Dated as of October 30, 2009

McCarthy Tétrault LLP

THIS SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated as of October 30, 2009,

BETWEEN:

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

- and -

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

- and -

THE PERSONS WHO ARE FROM TIME TO TIME CO-OWNERS AND EACH OTHER PARTY TO THE SERIES PURCHASE AGREEMENTS

WHEREAS Royal Bank of Canada, as Seller and initial Servicer, and the Custodian as agent for and on behalf of the Seller, the Co-Owners and any Credit Enhancement Providers, wish to provide for the Transfer to Co-Owners and Credit Enhancement Providers, if applicable, of Ownership Interests in the Account Assets and the proceeds therefrom;

AND WHEREAS a pooling and servicing agreement (the “Original Pooling and Servicing Agreement”) dated as of July 9, 1999 was entered into between Royal Bank of Canada, as Seller and initial Servicer, and The Trust Company of Bank of Montreal (subsequently, BMO Trust Company), as agent, nominee and bare trustee for and on behalf of the Seller, the Co-Owners and the other Persons who from time to time are party to the Series Purchase Agreements (in such capacity, the “Original Custodian”), which was amended by an amending agreement dated as of October 2, 2000 between the same parties (the Original Pooling and Servicing Agreement, as so amended, is hereinafter referred to as the “Amended Original Pooling and Servicing Agreement”);

AND WHEREAS the Original Custodian ceased to be the custodian and transferred and assigned to the Custodian, and the Custodian accepted and assumed from the Original Custodian, all of the Original Custodian’s authority, rights, interests, estates, properties, monies, powers, duties, responsibilities, obligations and trusts under the Amended Original Pooling and Servicing Agreement and any other related agreement, together with all related authority, rights and obligations, pursuant to an assignment and assumption agreement dated as of November 5, 2003 between the Original Custodian and the Custodian and effective as at November 5, 2003;

AND WHEREAS the parties hereto entered into an amended and restated pooling and servicing agreement dated as of April 5, 2005 (the “First Amended and Restated Pooling and

Servicing Agreement”) which amended and restated and superseded the Amended Original Pooling and Servicing Agreement;

AND WHEREAS the parties hereto desire to amend and restate the First Amended and Restated Pooling and Servicing Agreement and intend that effective on and after October 30, 2009, this Agreement will supersede the First Amended and Restated Pooling and Servicing Agreement;

NOW THEREFORE WITNESSETH THAT, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Article One
DEFINITIONS AND INTERPRETATION

Except as otherwise specified herein the following terms have the respective meanings set forth below for all purposes of this Agreement and the Series Purchase Agreement:

“Account” shall mean:

but shall not include an account which is a Removed Account or a Purged Account;

“Account Assets” shall mean, (a) all present and future Receivables existing or arising under the Initial Accounts on and after the applicable Cut-Off Date, existing in or arising under any Additional Accounts on and after the applicable Addition Cut-Off Date from time to time; (b) all monies due or becoming due under such Accounts including Receivables due under such Accounts, funds collected or to be collected from Obligors in respect of the Receivables and/or under any guarantees, or Insurance Proceeds relating to the Receivables but excluding any collateral security granted by Obligors to the Seller in respect of the payment of amounts due on the Receivables; (c) the Collection Account and all monies and

investments on deposit in or credited to the Collection Account; (d) such interest in the Credit Card Agreements related to such Agreements as may be necessary to enforce the obligations of the Obligors in respect to the Receivables arising thereunder; (e) Participations and funds collected or to be collected from Participations, if any; (f) the then applicable Interchange Fees, and (g) all proceeds of the foregoing, provided that the foregoing shall not include receivables arising in a Designated Account or Removed Account, or a Purged Account, following the applicable Removal Date or Purging Date and all proceeds of the foregoing;

“Accumulation Commencement Day” shall mean, in respect of a Series, the day (or time of day on a particular day) on which an Accumulation Period for the Series commences as specified in the related Series Purchase Agreement;

“Accumulation Period” shall mean, for or in respect of a Series, a period following the Revolving Period for such Series specified as such in the related Series Purchase Agreement;

“Addition Cut-Off Date” shall mean, with respect to an Additional Account, the date specified as such in the Addition Notice delivered with respect thereto pursuant to Section 2.07(c). A Seller Credit Card Account that becomes an Account in replacement of an Additional Account in accordance with paragraph (c) of the definition of Account, shall have the same Addition Cut-Off Date as the Additional Account it replaces;

“Addition Date” shall mean, with respect to an Additional Account, the date on which undivided ownership interests in the Account Assets under such Additional Account as of the applicable Addition Cut-Off Date are Transferred to the Co-Owners and Credit Enhancement Providers, if any, and on and after which such Additional Account is included as an Account;

“Addition Notice” shall have the meaning specified in Section 2.07(c);

“Additional Account” shall mean each Seller Credit Card Account added as an Account pursuant to Section 2.07;

“Additional Ownership Interest” shall mean, with respect to a Series, and within a Series with respect to a Class, an undivided ownership interest in the Account Assets Transferred by the Seller pursuant to Section 3.03 after the Closing Date having the same terms and attributes as the Ownership Interest of such Series or Class;

“Affiliate” shall mean, with respect to any specified Person, any other Person controlling, controlled by or under common control with such specified Person and, for the purposes of this definition, “control” means, in respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing;

“Agent” shall mean, with respect to any Series, the Person, if any, so designated in the related Series Purchase Agreement;

“Aggregate Ownership Amount” shall mean, for any day other than a Determination Day, the sum of all Invested Amounts as of the close of business on the immediately preceding day, and for any Determination Day, the sum of all Invested Amounts, in each case, for all Series existing on such day or Determination Day, as the case may be;

“Amended Original Pooling and Servicing Agreement” shall have the meaning specified in the recitals to this Agreement;

“Amortization Commencement Day” shall mean, with respect to a Series, the day specified as such in the Series Purchase Agreement;

“Amortization Event” shall mean, with respect to a Series, the events specified in Section 3.15 (a) and each additional event specified to be an “Amortization Event” in the related Series Purchase Agreement;

“Amortization Period” shall mean, with respect to a Series, the period commencing on the Amortization Commencement Day with respect to the Series and ending on the earlier of (i) the first Reporting Day thereafter when the Invested Amount on the related Determination Day is zero and all distributions to the Co-Owner in respect of the Series Ownership Entitlement shall have been made, and (ii) the date, if any, specified in the related Series Purchase Agreement;

“Assignment” shall mean a written assignment delivered pursuant to a Series Purchase Agreement or Section 2.02(e);

“Available Excess Collections” shall mean, for a Series and any Determination Period and the related Distribution Day, the aggregate amount of Excess Collections available for distribution to such Series on such Distribution Day pursuant to Section 5.05(f);

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

“Canadian Dollars” or “$” shall mean the lawful currency of Canada;

“Class” shall mean, with respect to a Series, any one of the classes of Ownership Interests, if any, of that Series, in each case having the same attributes as all Ownership Interests of the same class within the Series as specified in the related Series Purchase Agreement;

“Closing Date” shall mean, with respect to a Series, the Closing Date specified in the related Series Purchase Agreement and each day on which an Additional Ownership Interest of the Series is Transferred pursuant to Section 3.03 and the related Series Purchase Agreement;

“Collection Account” shall have the meaning specified in Section 5.01;

“Collections” shall mean 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, shall

mean all such amounts received by the Servicer during such period and, in respect of any Business Day, shall mean 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;

“Co-Owner” shall mean a Person who owns an Ownership Interest and, for greater certainty, the Seller is not a Co-Owner in respect of the Retained Interest;

“Co-Owner Direction” shall mean, subject to Section 8.06(b):

“Counsel” shall mean any barrister and solicitor or firm of barristers and solicitors retained by the Seller and acceptable to the Custodian;

“Credit Adjustment” shall have the meaning specified in Section 5.07(a);

“Credit Card Agreement” shall mean, with respect to a Seller Credit Card Account, the agreement or agreements between the Seller and the Obligor governing the terms and

conditions of such account, as any such agreement or agreements may be amended, modified or otherwise changed from time to time;

“Credit Enhancement Provider” shall mean a Person, other than the Seller, providing Series Credit Enhancement pursuant to the related Series Credit Enhancement Agreement;

“Cumulative Invested Amount Deficiency” shall mean, with respect to a Series and for a Determination Day, an amount which shall not be less than zero equal to:

plus:

minus:

minus:

“Custodial Property” shall have the meaning specified in Section 2.02(a);

“Custodian” shall mean BNY Trust Company of Canada, in its capacity as agent hereunder, and any successor agent appointed in accordance with Sections 9.05 and 9.06;

“Cut-Off Date” shall mean June 22, 1999;

“Date of Processing” shall mean, with respect to any transaction, the date on which such transaction is first recorded on the Servicer's credit management system, without regard to the effective date of such recording;

“Designated Account” shall have the meaning specified in Section 2.08;

“Designated Balance” shall have the meaning specified in Section 2.08(iii);

“Determination Day” shall mean the last day of each calendar month and when modified by the word “related” in respect of a particular Distribution Day or Determination Period shall mean the Distribution Day immediately following such Determination Day or the Determination Period ending on such Determination Day, as applicable;

“Determination Period” shall mean any period of days that begins on and includes the day immediately after a Determination Day (or in the case of the initial Determination Period the day following the effective date of the Original Pooling and Servicing Agreement) and ends on and includes the day that is the next succeeding Determination Day and, when modified by the word “related” in respect of a particular Determination Day, shall mean such period of days that ends on and includes that particular Determination Day;

“Distribution Account” shall have the meaning specified in Section 5.04(a);

“Distribution Day” shall mean with respect to a Series for a Determination Period, the date specified as such in the related Series Purchase Agreement and when modified by the word “related” in respect of a particular Determination Day or Determination Period shall mean the immediately preceding Determination Day or the Determination Period ending on such Determination Day, as applicable;

“Distribution Notice” shall have the meaning specified in Section 5.03(a);

“Eligible Account” shall mean, as of a specified date, a Seller Credit Card Account:

“Eligible Deposit Account” shall mean, in relation to the Collection Account, an account that satisfies all of the criteria applicable to an Eligible Deposit Account set forth in each Series Purchase Agreement and each Series Credit Enhancement Agreement and, in relation to a Series Account of a Series, an account that satisfies all of the criteria applicable to an Eligible Deposit Account set forth in the related Series Purchase Agreement and each related Series Credit Enhancement Agreement;

“Eligible Investment” shall mean, in relation to an investment made with funds on deposit in the Collection Account, an investment that satisfies the eligibility criteria set forth in relation to “Eligible Investments” in each Series Purchase Agreement on the same basis as if

the Collection Account was a Series Account for such Series, and, in respect of an investment made with funds on deposit in a Series Account, shall mean an investment that satisfies the eligibility criteria in relation to “Eligible Investments” set forth in the related Series Purchase Agreement;

“Excess Collections” shall have the meaning, in respect of a Series, specified in Section 5.05(f);

“Excess Finance Charge Receivable Collections” shall mean with respect to a Series and in respect of any Determination Period, the amount by which the Series Income Share for such Series exceeds the Maximum Series Entitlement for such Series, in each case for such Determination Period;

“Excess Requirements” shall have the meaning, in respect of a Series, specified in Section 5.05(f);

“Finance Charge Receivable” shall mean, with respect to an Account, (A) any Receivable billed to a cardholder under the related Credit Card Agreement in respect of (a) periodic credit or other finance charges, (b) membership fees, if any, (c) cash advance fees; (d) service and transaction fees, (e) 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;

“Finance Charge Receivable Collections” shall mean in respect of any Determination Period the amount of Collections and Purchase Proceeds received by the Servicer and allocated by the Servicer in accordance with Section 1.02 to Finance Charge Receivables plus the amount of Recoveries, in each case for such Determination Period;

“First Amended and Restated Pooling and Servicing Agreement” shall have the meaning specified in the recitals to this Agreement;

“Floating Allocation Percentage” shall mean for any Series for any Determination Period, the fraction, expressed as a percentage, (a) the numerator of which is the Invested Amount of such Series at the close of business on the immediately preceding Determination Day, or in the case of the first Determination Period for such Series, the Initial Invested Amount, and (b) the denominator of which is the Pool Balance at the close of business on the immediately preceding Determination Day;

“Governmental Authority” shall mean Canada, any province or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

“Initial Account” shall mean each of the Seller Credit Card Accounts that were designated by the Seller as an Account and identified by account number and outstanding balance as of the applicable Cut-Off Date in the computer file records of the Seller and on the magnetic tape copy thereof delivered to the Custodian;

“Initial Invested Amount” shall mean, in respect of a Series, the amount specified as the Initial Invested Amount of the Series on the Closing Date for the Series pursuant to the related Series Purchase Agreement;

“Insurance Proceeds” shall mean any amounts recovered by the Servicer pursuant to any credit insurance policies covering any Obligor with respect to Receivables under such Obligor’s Account or Accounts;

“Interchange Fees” shall mean, in respect of a day, the aggregate of MasterCard Interchange Fees, VISA Interchange Fees and Other Interchange Fees in respect of such day, provided that on the date hereof, Interchange Fees shall mean the aggregate of MasterCard Interchange Fees, VISA Interchange Fees and Other Interchange Fees in respect of the period from October 1, 2009 to the date hereof inclusive, in each case as the basis for calculating the same may be adjusted from time to time in accordance with Section 2.10;

“Invested Amount” shall mean with respect to a Series, (a) on the Closing Date of the Series, the Initial Invested Amount of the Series and (b) on any other day thereafter the amount determined pursuant to Section 4.01 or 4.02, as applicable;

“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, hypothec, assignment (whether absolute or by way of security), deposit arrangement, encumbrance, lien (statutory or other), preference, deemed trust, participation interest, security interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing;

“MasterCard International” shall mean MasterCard International Inc. in respect of its international credit card operations, and its successors and assigns;

“MasterCard Interchange Fees” which, in respect of a day, are 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 Section 2.10;

“Maximum Series Entitlement” shall mean with respect to a Series, in respect of any day or period of days, an amount specified as such to be calculated or otherwise determined pursuant to the related Series Purchase Agreement;

“Moody’s” means Moody’s Investors Service, Inc. or its successor;

“Obligor” shall mean, with respect to any Account, the Person or Persons obligated to make payments of amounts owing from time to time under such Account, including any guarantor thereof;

“Officer's Certificate” shall mean, in the case of a certificate executed by any corporation, unless otherwise specified in this Agreement, a certificate executed by one officer of such

corporation, duly authorized to execute such certificate and conforming to the applicable requirements specified in Section 10.06;

“Opinion of Counsel” shall mean a written opinion as to applicable matters of law, signed by Counsel, conforming to the applicable requirements specified in Section 10.06;

“Original Custodian” shall have the meaning specified in the recitals to this Agreement;

“Original Pooling and Servicing Agreement” shall have the meaning specified in the recitals to this Agreement;

“Other Interchange Fees” which, in respect of a day, are 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 Section 2.10;

“Ownership Interest” shall mean, at any time:

together with the proceeds thereof and in each case with the terms and attributes determined hereunder, and under the related Series Purchase Agreement or pursuant hereto and thereto from time to time, and, for greater certainty, the Retained Interest is not an Ownership Interest;

“Partial Commingling Condition” shall mean a requirement that:

“Participations” shall have the meaning specified in Section 2.07(a);

“Particular Series” shall have the meaning specified in Section 5.05(f);

“Person” shall mean any individual, corporation, estate, partnership, joint venture, association, joint-stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof;

“Pool Balance” shall mean, for a day, the aggregate amount of all Principal Receivables owing under the Accounts on the day, less all Written-Off Amounts on such day plus, if Participations have been added in accordance with Section 2.07(a) the aggregate principal amount, invested amount or equivalent amount due under such Participations as determined in accordance with the amendment to this Agreement to be entered into pursuant to Section 2.07(a)(i) hereof;

“Pool Expenses” shall mean, for or in respect of any period of days, collectively, all fees and all expenses payable hereunder and under any Series Purchase Agreement for the period which are payable to:

“PPSA” shall mean, in respect of each province or territory in Canada (other than Quebec), the Personal Property Security Act as from time to time in effect in such province or territory and, in respect of Quebec, the Civil Code of Quebec as from time to time in effect in such province; provided, however, that, in the case of the Province of Newfoundland, and the Northwest Territories, until such time as a Personal Property Security Act or other similar legislation comes into force in such province or territory, the term “PPSA” in respect of such province or territory shall mean the Assignment of Book Debts Act as from time to time in effect in such province or territory;

“Principal Receivables” shall mean, with respect to an Account, any Receivable billed to an Obligor under the related Credit Card Agreement in respect of (a) amounts charged for merchandise and services, and (b) the amount of all cash advances, and (c) any other amounts with respect to the Account other than Finance Charge Receivables which are

designated by the Seller by notice to the Custodian from time to time as Principal Receivables;

“Principal Terms” shall mean, with respect to a Series or a Class, the principal terms and attributes thereof specified in the related Series Purchase Agreement;

“Proposed Removal Date” shall have the meaning specified in Section 2.08(i);

“Purchase Date” shall have the meaning specified in Section 5.06(a);

“Purchase Proceeds” shall mean the funds to be deposited into the Collection Account (including funds that, but for Section 5.02(b), would be required to be so deposited):

“Purged Account” shall have the meaning specified in Section 2.09;

“Purging Date” shall have the meaning specified in Section 2.09;

“Rating Agency” shall mean, with respect to a Series or a Class, or any Related Securities, each credit rating agency, if any, specified in the related Series Purchase Agreement to rate such Series, Class or Related Securities and which is then rating such Series, Class or Related Securities and any reference to each Rating Agency in relation to a Series or Class shall only apply to the specified rating agency if such rating agency is then rating the Series, Class or Related Securities;

“Rating Agency Condition” shall mean, with respect to any specified action or condition in relation to a Series or Class, as the context requires, a requirement that each Rating Agency for the Series or Class or any securities or class of securities issued by any Co-Owner to fund or maintain the funding for the acquisition of a Series by such Co-Owner (the “Related Securities”) shall have notified the Seller, the Servicer, the Custodian and the Co-Owners of the Series or Class or their Agent in writing that such action will not result in a reduction or withdrawal of the rating in effect immediately before the taking of such action with respect

to the Series, Class or Related Securities with respect to which it is a Rating Agency, and any reference to a Rating Agency Condition applicable in circumstances where an existing Series or Class and all Related Securities therefor are not then rated or where a Rating Agency has not been specified with respect thereto shall be deemed to be satisfied only upon the written agreement of each Co-Owner (or its Agent) of the Series or Class, the Seller and each Credit Enhancement Provider under a related Series Credit Enhancement Agreement;

“Receivable” shall mean the amount (other than amounts which are purchased by the Seller or the Servicer, as applicable, pursuant to Section 2.05, Section 2.08, or Section 6.02(c)) owing by an Obligor under an Account from time to time including all Finance Charge Receivables as adjusted for returns, billing errors, disputed items, NSF cheques, fraudulent charges and similar payment reconciliations;

“Recoveries” shall mean all payments received in respect of a Receivable arising in an Account after the date on which it became a Written-Off Account;

“Related Documents” shall mean, with respect to any Series, any applicable Series Credit Enhancement Agreement, the applicable Assignment and any other documents specified as such in the related Series Purchase Agreement;

“Related Securities” shall have the meaning specified in the definition herein of “Rating Agency Condition”;

“Removal Date” shall have the meaning specified in Section 2.08;

“Removal Notice” shall have the meaning specified in Section 2.08(i);

“Removed Account” shall have the meaning specified in Section 2.08;

“Reporting Day” shall mean, with respect to any Determination Day, the fifth Business Day following such Determination Day and, when modified by the word “related” in respect of a particular Determination Day or Determination Period, shall mean the Determination Day immediately preceding the Reporting Day or the Determination Period ending on such Determination Day, as applicable;

“Required Pool Balance” shall mean, for a day, an amount equal to the sum of all amounts, each of which is the product of (i) the Invested Amount of a Series for the day; and (ii) the maximum Required Pool Percentage for any Series at such time;

“Required Pool Percentage” shall mean, with respect to any Series, the greater of 100% and the percentage specified therefor, if any, in the related Series Purchase Agreement, as the same may be amended for the Series in accordance with the related Series Purchase Agreement;

“Requirements of Law” shall mean any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, provincial, territorial or local and,

when used with respect to any Person, the certificate of incorporation and by-laws or other charter, constating or governing documents of such Person;

“Retained Interest” shall mean, at any time,

“Retained Interest Amount” shall mean, on any day, the amount by which the Pool Balance on such day exceeds the Aggregate Ownership Amount on such day;

“Revolving Period” shall mean, with respect to a Series, a period of time commencing on the Closing Date for the Series to but not including the first day of the Accumulation Period or an Amortization Period in respect of the Series; provided, however, that if the Amortization Period for a Series ends in accordance with Section 3.15(d) and the related Series Purchase Agreement, the Revolving Period for the Series will recommence as of the close of business on the day that such Amortization Period ends;

“S&P” shall mean Standard & Poor’s Ratings Services and it successors;

“Seller” shall mean Royal Bank of Canada, in its capacity as the seller of the Ownership Interests hereunder and its successors in interest and assigns to the extent permitted hereunder;

“Seller Credit Card Account” shall mean a consumer account established by the Seller, upon the issuance of one or more credit cards identified in each case by a Specified Account Designation and by the same account designation and which provides for the extension of credit on a revolving basis by the Seller to the cardholder under the related Credit Card Agreement to (a) finance the purchase of products and services from Persons that accept Specified Account Designation credit cards for payment and (b) obtain cash advances and provided that the foregoing criteria are met shall also include any co-labelled Specified Account Designation credit card accounts;

“Seller’s Percentage” shall mean, for any day, 100% minus the sum of the Series Shares for all Series;

“Series” shall mean a series of Ownership Interests (which, for greater certainty, may consist of a single Ownership Interest owned by a single Co-Owner), including all Additional Ownership Interests of such series, created and Transferred pursuant to a Series Purchase Agreement and specified therein as Ownership Interests of the same Series, within which there may be one or more Classes;

“Series Account” shall mean, in respect of a Series, a deposit, trust, escrow or similar account maintained for the benefit of the Co-Owners of the Series or Class and the Seller, as specified in the related Series Purchase Agreement;

“Series Credit Enhancement” shall mean, with respect to a Series or Class, any letter of credit, surety bond, cash reserve account, spread account, guaranteed rate agreement, liquidity facility, tax protection agreement, interest rate swap agreement, loan agreement, enhancement agreement or other similar arrangement established for the benefit of the Co-Owners of such Series or Class, as applicable;

“Series Credit Enhancement Agreement” shall mean, with respect to a Series or Class, any agreement designated as such in the related Series Purchase Agreement, providing Series Credit Enhancement for the benefit of the Co-Owners of such Series or Class, as applicable, and entered into between the applicable parties and the related Credit Enhancement Provider, as the same may be amended, supplemented, modified or restated;

“Series Income Share” shall mean, with respect to a Series, in respect of any Determination Period, an amount equal to the product of:

in each case for such Determination Period;

“Series Ownership Entitlement” shall mean with respect to a Series, for a Determination Period, an amount, which shall not be less than zero, equal to the lesser of:

“Series Pool Losses” shall mean, in respect of a Series for a Determination Period, an amount equal to the product of: (a) the Floating Allocation Percentage for such Series for such Determination Period, and (b) an amount equal to all Principal Receivables which became Written-Off Amounts during such Determination Period;

“Series Principal Collections” shall mean, in respect of a Determination Period and for, a Series the sum of:

provided, however, that if for any Determination Period the sum of the Series Share for each Series exceeds 100.0%, then the Series Principal Collections for a Series determined in accordance with the foregoing shall mean a pro rata allocation of Collections, Purchase Proceeds and amounts deposited to the Collection Account in respect of Credit Adjustments received by the Servicer and allocated by Servicer in accordance with Section 1.02 to Principal Receivables based on its Series Share;

“Series Purchase Agreement” shall mean, with respect to any Series, a series purchase agreement executed and delivered in connection with the creation and Transfer of one or more Ownership Interests of such Series pursuant to Section 3.01 and, if applicable, the creation and Transfer of Additional Ownership Interests of such Series pursuant to Section 3.03, which sets forth, among other things, the Principal Terms of the Series and includes the related Distribution Notice, as the same may be amended, supplemented, modified or restated;

“Series Share” means with respect to a Series, for any day:

“Servicer” shall mean Royal Bank of Canada unless and until a Successor Servicer shall have been appointed pursuant to Section 6.06 and, after such appointment, the Successor Servicer from time to time;

“Servicer Termination Event” shall mean the occurrence of one or more of the following in relation to a Series:

“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 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;

“Specified Account Designation Entity” shall mean each of (i) Visa Canada and VISA International, (ii) MasterCard International, and (iii) one or more other credit card associations or companies specified by the Seller in writing for which the Rating Agency Condition is satisfied in respect of such other entity’s inclusion as a Specified Account Designation Entity or, in the case of S&P or Moody’s where it is a Rating Agency with respect to a Series, Class or Related Securities, the Seller has provided at least fifteen Business Days prior written notice to S&P or Moody’s, as the case may be, of such other entity’s inclusion as a Specified Account Entity;

“Specified Account Designation Requirements” shall mean, in respect of Accounts with a Specified Account Designation, the applicable rules and regulations (or corresponding applicable requirements) of the related Specified Account Entity for credit card issuers of credit card accounts with such designation, in effect from time to time;

“Substituted Account” shall mean, an Account which is replaced by another Seller Credit Card Account for which the Specified Account Designation is different and the account number remains the same; for greater certainty, (A) the substitution of a Substituted Account for an Obligor’s MasterCard Seller Credit Card Account, Visa Seller Credit Card Account or other Specified Account Designation Seller Credit Card Account, as applicable, shall not, for the purposes of this Agreement, constitute an addition of an Account subject to Section 2.07, a removal of an Account subject to Section 2.08, or an amendment to the terms and provisions of any Credit Card Agreement subject to Section 2.06(a)(viii), and (B) where the Seller establishes or re-establishes a MasterCard Seller Credit Card Account, a Visa Seller Credit Card Account or an other Specified Account Designation Seller Credit Card Account, as the case may be, in favour of an Obligor in addition to an existing credit card account of the Obligor which is included as an Account and such established or re-established account has a different account number than the existing Account, such established or re-established account shall not be a Substituted Account;

“Successor Servicer” shall mean a Person who is appointed as such pursuant to Section 6.06 or an assignee from the Seller, in its capacity as Servicer, of this Agreement;

“Termination Notice” shall have the meaning specified in Section 6.05(c);

“this Agreement”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions shall mean this Agreement, as and from time to time amended, supplemented, modified or restated, including the Series Purchase Agreement as and from time to time amended, supplemented, modified or restated; provided, however, that the expressions “Article”, “Section” and “Schedule” followed by a number shall mean the specified Article, Section or Schedule of this Agreement and, except if expressly stated otherwise, not to the provisions of the Series Purchase Agreement; and for greater certainty, the term “including” shall mean “including without limitation”;

“Transfer” shall mean, in respect of specified property, the sale, transfer, assignment and conveyance thereof, and “Transfers”, “Transferred” and “Transferring” shall have corresponding meanings when used as a verb or noun;

“VISA Canada” shall mean VISA Canada Corporation, an unlimited liability corporation incorporated under the laws of Nova Scotia, and its successors and assigns;

“VISA International” means VISA International Service Association, a corporation incorporated under the laws of the State of Delaware and its successors and assigns;

“VISA Interchange Fees” which, in respect of a day, are 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 Section 2.10;

“Written-Off Account” shall mean, at any time, any Account that:

“Written-Off Amount” shall mean, at any time, the sum at such time of all Principal Receivables balances in all Written-Off Accounts at that time.

All calculations and determinations of amounts pursuant to the provisions hereof and a Series Purchase Agreement shall be made as of the close of business on the day as of which any such calculation or determination is to be made after posting all transactions in the Accounts for such day. When determining an amount in respect of any period of days by reference to its receipt by the Servicer, amounts shall only be considered received on a day if such amounts have been received by the Servicer before the close of business of the Servicer on such day. Collections (other than in respect of Recoveries which shall all be allocated to Finance Charge Receivables Collections), Purchase Proceeds, damages and other amounts received hereunder (other than deposits to the Collection Account in respect of Credit Adjustments which shall be allocated only to amounts due in respect of Principal Receivables) received by the Servicer during a Determination Period shall be allocated for each Account by the Servicer as follows: (i) firstly, to amounts due in respect of Finance Charge Receivables billed; and (ii) secondly, to amounts due in respect of Principal Receivables.

As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under Canadian generally accepted accounting principles in effect at the time of delivery of such certificate or other document. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under Canadian generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall prevail.

Unless expressly provided to the contrary in this Agreement, all amounts expressed in terms of money refer to Canadian Dollars and any payment contemplated by this and any other document made or delivered pursuant hereto or thereto shall be made in such money by cash, certified cheque,

wire transfer or any other method that provides immediately available funds. References to an “amount” shall mean a stated Canadian Dollar amount unless the context requires otherwise.

Unless expressly provided to the contrary in this Agreement, whenever any distribution to be made hereunder or under the Series Purchase Agreement shall be required to be made, any period of time would begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a day other than a Business Day, such distribution shall be made, such period of time shall begin or end, such calculation shall be made and such other actions shall be taken, as the case may be, on, or as of, or from a period ending, on, the next succeeding Business Day.

Unless expressly provided to the contrary in this Agreement, all references in this Agreement to any statute or any provision thereof shall include all regulations or policies made thereunder or in connection therewith from time to time, and shall include such statute or provision as the same may be amended, restated, re-enacted or replaced from time to time.

Words importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.

The following Schedule and Exhibits referred to herein and annexed hereto, or in the case of Schedule 1 as updated by the deliveries of revised or additional Schedules in accordance with this Agreement are incorporated herein by reference and are deemed to be a part hereof:

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

The division of this Agreement into Articles and Sections and the provision of a table of contents and list of Schedules and Exhibits and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or the Series Purchase Agreement. With respect to any Series, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the related Series Purchase Agreement.

In this Agreement, any Series Purchase Agreement or any Related Documents, any reference to a Transfer to or by the Custodian of any property, or the holding or ownership by the Custodian of any property, instrument or other document shall be deemed to refer to any such Transfer, holding or ownership, as the case may be, to, by, for and on behalf of the Co-Owners and, if applicable, the Seller and other Persons for whom the Custodian acts in each case as agent, nominee and bare trustee hereunder or thereunder. It is acknowledged by the Seller and the Servicer that the Co-Owners, Credit Enhancement Providers and Agents shall be entitled to rely upon and shall be entitled to the benefit of all representations, warranties, covenants, certificates and reports made by the Seller and the Servicer to the Custodian hereunder. Except where the Custodian is specifically directed under this Agreement, any Series Purchase Agreement or any Related Documents and subject to the provisions of this Section, any decision or exercise of discretion contemplated to be taken or made by the Custodian in this Agreement, any Series Purchase Agreement and any Related Documents, shall only be taken or made, and where an action is specifically directed to be taken or not taken by the Custodian under this Agreement, any Series Purchase Agreement or any Related Documents, taken or not taken, as the case may be, in the manner, at the times, in the circumstances, for the purposes and to the extent set forth herein, in each such instance upon a Co-Owner Direction and, in each case, in compliance with all other requirements relating to the entitlement to direct the Custodian set forth in any Series Purchase Agreement, Related Documents and in this Agreement. It is understood and agreed by all parties that the Custodian shall have no independent authority to contract on behalf of, or waive any rights of, the Co-Owner or the Seller and that any provision in this Agreement, any Series Purchase Agreement or any Related Documents which purports to confer decision-making authority or discretion to the Custodian shall not confer, and shall not be interpreted as conferring, discretion upon the Custodian for any purposes hereof or thereof.

If any term or provision contained in this Agreement shall conflict or be inconsistent with any term or provision of a Series Purchase Agreement, the terms and provisions of the Series 

Purchase Agreement shall govern as the same relates to the Series created thereby; provided, however, that the terms and provisions of a Series Purchase Agreement may modify or amend the terms of this Agreement solely as applied to such Series and, except as expressly provided in this Agreement, shall not modify the rights, entitlements and benefits arising under this Agreement of the Co-Owners or Credit Enhancement Providers in respect of any other Series.

This Agreement amends and restates in full and supersedes the First Amended and Restated Pooling and Servicing Agreement, with effect as of the date hereof, and it is hereby confirmed by the parties hereto that all prior actions of the parties made pursuant to the First Amended and Restated Pooling and Servicing Agreement are effective as if made under this Agreement on the date made.

Article Two
THE ACCOUNT ASSETS

The Seller may Transfer, pursuant to Series Purchase Agreements, without recourse (except as expressly provided herein or therein) and on a fully-serviced basis, to the Persons who are from time to time Co-Owners (directly or through Agents therefor) or, if provided for in the applicable Series Purchase Agreement, to Credit Enhancement Providers, undivided co-ownership interests in all of the Seller's right, title and interest in and to and under the Account Assets now existing and hereinafter created and arising in connection with the Accounts, all monies due or to become due with respect to such Account Assets and the proceeds thereof. The foregoing Transfers, if made, shall not constitute, and are not intended to result in, (a) the creation of, or an assumption by the Custodian, any Co-Owner, any Agent or any Credit Enhancement Provider, of any obligation of the Seller, the Servicer or any other Person in connection with the Accounts or the Account Assets or under any agreement or instrument relating thereto, including any obligation to any Obligors, merchants, banks, merchant clearance systems or insurers, (b) any obligation of the Seller or any other Person to repay indebtedness, or (c) the formation of any trust or partnership between the Seller and any other Person.

containing (A) in the case of the delivery under paragraph (i) above, a true and complete list of all such Additional Accounts, as of the applicable Addition Cut-Off Date, (B) in the case of the delivery under paragraph (ii) above, a true and complete list of all such Removed Accounts, as of the applicable Removed Date, and (D) in the case of the delivery under paragraph (iv) above, a true and complete list of (x) all Accounts as of the immediately preceding Determination Day, and (y) all such Purged Accounts; specifying in each case (x) its account number, and (y) in the case of Additional Accounts, the aggregate amount of Receivables outstanding in such Account as at the Addition Cut-Off Date, and, in the case of Removed Accounts, the aggregate amount of Receivables in such Accounts as at the Removal Date, and in the case of Purged Accounts, the applicable Purging Date. The Custodian shall be under no obligation whatsoever to verify the accuracy or completeness of the information contained in the computer files or magnetic tapes delivered from time to time.

The Custodian agrees to take such measures as the Custodian would customarily take to protect its own confidential or proprietary information to protect and maintain the security and confidentiality of such information and, in connection therewith, shall allow the Seller to inspect the Custodian's security and confidentiality arrangements from time to time during business hours. The Custodian shall provide the Seller with notice five Business Days prior to disclosure of any information of the type described in this Section 2.02(f) in relation to Accounts which have been included as Accounts by the Seller.

that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its material obligations under this Agreement, the applicable Series Purchase Agreement or any of the Related Documents, or the validity or enforceability of this Agreement, the applicable Series Purchase Agreement or any of the Related Documents or any of its property and assets that are material to the transactions contemplated by those agreements; and

then the Seller shall purchase the undivided ownership interest of each Co-Owner or, if applicable, any Credit Enhancement Provider, in all affected Account Assets on or before the expiry of such 30 Business Day or longer period described above on the terms and conditions set forth in Section 2.05(b).

the Seller agrees not to Transfer its Retained Interest or assign this Agreement and any such attempted Transfer shall be void;

The failure of the Seller to designate Seller Credit Card Accounts as Additional Accounts or Participations and Transfer undivided ownership interests in the related Account Assets to the Co-Owners and, if applicable, Credit Enhancement Providers as provided in this Section solely as a result of the unavailability of a sufficient amount of Receivables or Participations shall not constitute a breach of this Agreement, but shall result in the occurrence of an Amortization Event in respect of a Series if the related Series Purchase Agreement so provides.

The Seller may designate one or more Accounts (each, a “Designated Account”), which, subject to the following conditions, shall cease to be Accounts on the applicable Removal Date:

On the day on which the Designated Balance is paid or purchased pursuant to this Section 2.08 and the conditions specified in this Section 2.08 with respect to a Designated Account are satisfied (a “Removal Date”), such Designated Account shall thereupon be removed and shall cease to be an Account (a “Removed Account”) and upon the written request of the Seller, the Custodian on behalf of all Co-Owners and Credit Enhancement Providers shall execute and deliver to the Seller a reassignment of such Person's interest in the related Account Assets, in form reasonably satisfactory to the Seller.

An Account will cease to be an Account (each, a “Purged Account”) on the date (the “Purging Date”) on which the following conditions are satisfied:

The Seller shall be deemed to represent and warrant as of the applicable Purging Date that the conditions specified in clauses (i) and (ii) immediately above have been satisfied with respect to such Purged Account.

Nothing in the Pooling and Servicing Agreement will limit the ability of the Seller from time to time in its sole discretion, to voluntarily increase or decrease the rate used to calculate amounts receivable or payable in respect of MasterCard Interchange Fees, VISA Interchange Fees or Other Interchange Fees. For greater certainty, all Series shall have an interest in Interchange Fees.

Article Three
CREATION AND SALE OF OWNERSHIP INTERESTS

Upon the satisfaction of the foregoing conditions, the Seller, the Servicer and the Custodian shall execute the Series Purchase Agreement and each related Series Credit Enhancement Agreement (the Custodian signing for and on behalf of all then existing Co-Owners and Credit Enhancement Providers of all outstanding Series) and, upon payment to the Seller of the consideration in respect of each Ownership Interest of the Series, the Seller shall Transfer such Ownership Interests to the Co-Owners of the Series in accordance with the terms and subject to the conditions of this Agreement and the applicable Series Purchase Agreement.

The purchase price of a Series shall be the amount indicated in the related Series Purchase Agreement, which amount shall be paid and satisfied by payment of such amount by the Co-Owners of the Ownership Interests of such Series to the Seller at the time and in the manner contemplated therein.

The Co-Owners of each Series and, if applicable, the related Credit Enhancement Providers shall own an undivided co-ownership interest in the Account Assets (excluding for greater certainty Series Accounts and Series Credit Enhancement which shall be owned as specified in the applicable Series Purchase Agreement), as tenants-in-common with each other Co-Owner and, if applicable, Credit Enhancement Providers, and the Seller. Each Co-Owner, Credit Enhancement Provider, if applicable, and the Seller shall be entitled to participate in the income from the Account Assets and receive allocations and distributions of Collections, Purchase Proceeds, deposits in respect of Credit Adjustments, other amounts deposited in the Collection Account and, to the extent provided for in a Series Purchase Agreement and/or Series Credit Enhancement Agreement, from a Series Account or from a Series Credit Enhancement, together with any investments, and proceeds from such investments made with such deposits in each case to the extent, at the times and in the amounts provided for hereunder and in the applicable Series Purchase Agreement. No Co-Owner, Credit Enhancement Provider, if applicable, nor the Seller, as a co-owner of the Account Assets, shall have a separate interest in or to any Receivable under any particular Account, but rather each shall be entitled to participate in: (i) the income from the Account Assets, (ii) Collections, Purchase Proceeds, deposits in respect of Credit Adjustments and other amounts deposited in the Collection Account, and (iii) Series Credit Enhancement, if applicable, and will bear their share of losses in respect of the Account Assets and their share of Pool Expenses, in each case to the extent and in the manner provided for hereunder and in the applicable Series Purchase Agreement. Subject to Section 10.14, this Agreement may not be revoked by the Seller, any Co-Owner or any Credit Enhancement Provider. The Ownership Interest of each of the Co-Owners and, if applicable, Credit Enhancement Providers and the Retained Interest of the Seller shall accordingly be transferable only in accordance with this Agreement and the applicable Series Purchase Agreement and no Co-Owner, Credit

Enhancement Provider, if applicable, nor the Seller may seek or be entitled to partition or other division of the Custodial Property held by the Custodian hereunder and pursuant to Series Purchase Agreements and Series Credit Enhancement Agreements. Each Co-Owner and, if applicable, Credit Enhancement Provider and the Seller shall acquire Ownership Interests and hold the Retained Interest, as applicable, subject to the terms of this Agreement and shall be so bound with respect to such Person’s ability to deal with such interests.

The Seller and each Co-Owner or Agent for a Series and each Credit Enhancement Provider shall execute and deliver such further assignments, conveyances and assurances as Counsel may advise are necessary to give full effect to, and to record, if necessary, transfers of the interest of the Co-Owners, the Credit Enhancement Providers and the Seller in the Account Assets.

Except as and to the extent expressly provided for herein or in a Series Purchase Agreement, the Transfer of each Ownership Interest or any Additional Ownership Interest provided for herein and therein is without recourse and none of the Custodian, the Seller, the Servicer or any other Person, except to the extent specifically provided for pursuant to the related Series Purchase Agreement or Series Credit Enhancement Agreement, has or will guarantee payment of the Receivables or in any way represents or undertakes that the Receivables or any of them will realize their face value or any part thereof.

Each Ownership Interest and any Additional Ownership Interest shall be a serviced interest, meaning that neither the Custodian nor any Co-Owner shall have any obligation to collect the Receivables or to pay compensation to the Servicer for its services or any other amount relating to the servicing of the Receivables which may be contemplated to be paid to the Seller pursuant to a Series Purchase Agreement except as provided for in Section 5.05(b). The Servicer acknowledges it has assumed total responsibility for servicing the Account Assets and agrees that it will carry out and fulfil such responsibility.

As a result of its ownership of an Ownership Interest, each Co-Owner shall be entitled to participate in and receive its share of Collections, Purchase Proceeds and amount deposited in respect of Credit Adjustments and shall be obligated to share in any Written-Off Amounts and pay its share of Pool Expenses, all as and to the extent provided herein and under the applicable Series Purchase Agreement.

Where a report, notice, document or other communication is required or permitted to be given to the Custodian under this Agreement or any Series Purchase Agreement the Custodian shall in turn give such report, notice, document or other communication to each Co-Owner and, if

required under the applicable Series Purchase Agreement, the related Credit Enhancement Provider except where such report, notice, document or other communication is addressed to a Co-Owner or Credit Enhancement Provider in which case the Custodian may assume that a copy thereof has been delivered to such Co-Owner or Credit Enhancement Provider.

Upon satisfaction of the conditions in Section 3.01, each of the other parties hereto shall, at the request and expense of the Seller, execute and deliver such documents and carry out such acts as Counsel shall advise are necessary to permit the completion of the Transfer referred to therein, including any amendments to this Agreement and any Series Purchase Agreement necessary to give effect to the same.

The Seller shall register and file this Agreement, any Series Purchase Agreement, any Related Documents and all instruments supplementary or ancillary hereto or thereto, or financing statements or other documents in respect thereof, without delay, in each province and territory of Canada where registration thereof may be necessary or of material advantage in preserving, protecting and perfecting each Ownership Interest and the Retained Interest; provided, however, that, except for the Province of Ontario, for which the registrations and filings shall be made on or before the Closing Date or Addition Date, as applicable, such registrations and filings in any and all other applicable provinces and territories of Canada shall be completed by the Seller within seven days of the Closing Date or Addition Date, as applicable. The Seller shall renew such registrations and make such additional registrations and filings and obtain any required approvals from time to time as and when required.

If for any reason any amount which, under the terms hereof, is intended to be the property of a Co-Owner or, if applicable, Credit Enhancement Provider, is paid to the Seller, the Seller hereby declares itself to be a trustee of such amount for the benefit of, and agrees to hold the same for the benefit of, and to pay such amount to, such Co-Owner or Credit Enhancement Provider, as applicable, on its demand.

A Series Purchase Agreement for a Series may provide that the Ownership Interests of the Series, or one or more Classes within the Series, may be evidenced by certificates issued in fully registered form, including any uncertificated Series or Class, or in bearer form, which certificates shall be substantially in the form of the exhibits with respect thereto attached to the applicable Series Purchase Agreement, and issuable, transferable and subject to cancellation in accordance with the terms and conditions set forth in, the applicable Series Purchase Agreement.

(1)       Upon or subsequent to the creation and Transfer of Ownership Interests of a Series pursuant to a Series Purchase Agreement and hereunder, the Seller, the Co-Owners of the Series or their Agent, each existing Credit Enhancement Provider for a Series and the Custodian may agree among themselves, or with one or more Credit Enhancement Providers pursuant to a Series Credit Enhancement Agreement, to provide or create Series Credit Enhancement in relation to such Series or in relation to one or more Classes thereof. Each Co-Owner, upon acquiring an Ownership Interest of a Series or Class, acknowledges and agrees that any Series Credit Enhancement relating to any other Series or Class and in any Series Account relating to another Series or Class shall not be available for any purpose in respect of the Ownership Interest of such Co-Owner unless the applicable Series Purchase Agreement or Series Credit Enhancement Agreement for such other Series or Class provides that such Co-Owner is to have the benefit of such Series Credit Enhancement.

(2)       A Credit Enhancement Provider shall be entitled to exercise the rights, and to be entitled to the benefits afforded in favour of a “Credit Enhancement Provider” hereunder and under the related Series Purchase Agreement and Series Credit Enhancement Agreement to the extent herein and therein provided; provided, however, that the terms of a Series Credit Enhancement Agreement or a Series Purchase Agreement relating to a particular Series shall not affect, modify or amend any other Series Purchase Agreement or Series then existing or any Series Credit Enhancement or Series Account relating thereto, and such terms shall modify or amend the terms of this Agreement solely to the extent such modification or amendment relates to such particular Series.

(3)       By duly executing and delivering a Series Credit Enhancement Agreement to the Custodian, the related Credit Enhancement Provider shall be deemed to have automatically appointed the Custodian as agent for and on its behalf for the purposes contemplated hereunder and under the related Series Purchase Agreement. Any and all interests in, to or under or claims against the Account Assets or the related Series shall be exercised and enforced by the Credit Enhancement Provider solely through the Custodian and only in accordance with the provisions hereof and of the related Series Purchase Agreement and Series Credit Enhancement Agreement.

Article Four
DETERMINATION OF INVESTED
AMOUNT AND RELATED CALCULATIONS

The Invested Amount of a Series for a Determination Day shall be an amount (not less than zero) equal to:

plus:

plus:

plus:

minus:

minus:

minus:

Where a day is not a Determination Day, the Invested Amount of a Series on the day shall be determined under the provisions of Section 4.01 applied on the assumptions that:

Written-Off Amounts shall not be included in the calculation of the Pool Balance. An Ownership Interest shall, however, continue to constitute an undivided ownership interest in all amounts owing as Receivables under Written-Off Accounts.

On or prior to each Determination Day, each Co-Owner shall deliver to the Servicer written notice of the amount of the Maximum Series Entitlement for the related Series for the Determination Period related to such Determination Day, and the data required to determine such amount, in such form as the Servicer, the Custodian and each Co-Owner may agree to from time to time.

The Servicer shall, not later than the Reporting Day in respect of any Determination Day, make all calculations and determinations required under Section 4.01 and 5.05 for the Determination Day and shall provide the Seller, the Custodian and the applicable Co-Owner with a report in writing, in respect of the applicable Series, signed by the Servicer and containing the information in such form as may be agreed to by the Seller, the applicable Co-Owner and the Servicer and such additional information as may reasonably be requested from time to time by the Seller, the Custodian and the applicable Co-Owner as provided in the related Series Purchase Agreement.

Article Five
ALLOCATIONS, DISTRIBUTIONS AND OTHER ENTITLEMENTS

then the Servicer will not be required to deposit Collections, Purchase Proceeds and payments in respect of Credit Adjustments into the Collection Account in accordance with Section 5.02(a) and will not be required to provide the directions to the Custodian in accordance with Section 5.05, but rather, may commingle and use Collections, Purchase Proceeds and amounts in respect of Credit Adjustments with and as its general funds and make deposits as required directly into the Collection Account or into a Series Account with respect to a Series, in each case on or before 12:00 noon Toronto time on the Business Day on which funds are required to be distributed pursuant to the related Series Account only up to the aggregate amount required to be deposited into the Collection Account or any Series Account or, without duplication, paid on or prior to the related Distribution Day to Co-Owners or to any Credit Enhancement Provider pursuant to the terms of any Series Purchase Agreement or a Related Document or to be paid on account of Pool Expenses pursuant to Section 5.05(b) up to the amount that would otherwise have been deposited by the Servicer to make or provide for such distributions on or prior to such day without regard to this Section 5.02(b). For the purposes of Section 5.05, to

the extent that amounts are deposited by the Servicer directly to a Series Account, such amounts shall be deemed to have been deposited to and withdrawn from the Collection Account and deposited in the Series Account and shall satisfy in full any obligation of the Custodian to withdraw and deposit funds pursuant to Section 5.05.

Pool Expenses for any Determination Period shall be borne by the Co-Owners of a Series in an amount equal to the product of (x) the Floating Allocation Percentage of the Series for such Determination Period, and (y) the Pool Expenses for such Determination Period, if any, and the amount by which the Pool Expenses for such Determination Period exceeds the sum of the amounts to be borne by each of the Co-Owners as determined above, shall be borne by the Seller.

provided that, if the Series Purchase Agreement or Distribution Notice with respect to such Series does not require the deposit of the amounts referred to in paragraph (ii) to the related Distribution Account, upon the direction of the Servicer, such amount shall be distributed to the Seller as owner of the Retained Interest in accordance with Section 5.05(g) below and provided further that if the amount determined under paragraph (ii) (A) is greater than the amount determined under paragraph (ii) (B) then the amount determined under paragraph (ii) (B) shall be deposited in the related Distribution Account unless otherwise provided in the related Series Purchase Agreement.

The Servicer shall provide to the Custodian, each Co-Owner or the Agent with respect to a Series, each Credit Enhancement Provider if required under the applicable Series Purchase Agreement and Series Credit Enhancement Agreement, each of the Rating Agencies and the Seller, no less frequently than annually, an Officers' Certificate of the Servicer confirming compliance with its duties hereunder in respect of each Series substantially in the form attached hereto as Exhibit “C”.

Article Six
SERVICING ARRANGEMENTS

provided, however, that the Servicer shall not indemnify the Custodian, the Co-Owners or any Credit Enhancement Provider for any act taken by the Custodian at the request of any Co-Owner or Credit Enhancement Provider to the extent that the Custodian is indemnified by such Co-Owner or Credit Enhancement Provider with respect to such action, or, unless otherwise specified in this Agreement or in a related Series Purchase Agreement or a related Series Credit Enhancement Agreement, for any Canadian federal, provincial, territorial or local income or sales taxes, goods and services taxes or large corporations or capital taxes (or any interest or penalties with respect thereto) required to be paid by the Custodian, the Seller, any Co-Owner or any Credit Enhancement Provider. Any indemnification under this Section 6.01(d) shall survive the termination of this Agreement.

that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement, any Series Purchase Agreement or any related Series Credit Enhancement Agreement or the validity or enforceability of this Agreement, any Series Purchase Agreement or any Series Credit Enhancement Agreement and, in relation to the date of appointment as Servicer, such proceedings or investigations as are disclosed in the applicable written assumption provided pursuant to Section 6.06(d);

The Servicer shall maintain electronic computer ledgers and records in respect of the Accounts and the Receivables adequate to provide accurate and timely data and information to maintain and service the Accounts and the Receivables and to enable the Servicer to make the calculations and determinations to be made and the reports to be issued hereunder. The Servicer shall afford the Custodian and its authorized representatives reasonable access (in any event on not less than two Business Days' prior written notice) to the Servicer's records and ledgers relating to the Account Assets and will cause its personnel to assist in any such examination. Without limiting the generality of the foregoing, the Custodian if directed by a Co-Owner Direction shall cause its representatives to have access to such records and ledgers sufficient to enable them, using generally accepted auditing standards, to verify and confirm the calculations and reports to be made and given by the Servicer hereunder and otherwise to satisfy their reporting obligations to security holders and regulatory authorities.

On or before April 30 in each year the Servicer shall provide the Custodian, the Seller, a Co-Owner (in respect of the Series held by such Co-Owner) and any Credit Enhancement Provider (in respect of the Series in respect of which a Series Enhancement has been provided) and the Rating Agencies with a report relating to each Series in substantially the form described in the related Series Purchase Agreement addressed to it of the independent auditors of the Servicer (who shall be a nationally recognized firm of chartered accountants) relating to the servicing of the Accounts and Receivables in respect of the calendar year ending on December 31 preceding such date. The Servicer shall cause its auditors to co-operate with the auditors of each Co-Owner and any Credit Enhancement Provider, if required, in performing their respective audit obligations.

The Seller, as initial Servicer, or a Successor Servicer, may not resign as Servicer unless, in the opinion of the Seller, as initial Servicer, or such Successor Servicer, acting reasonably, the performance of the duties and obligations of Servicer hereunder by the Seller, as initial Servicer or such Successor Servicer is no longer permissible under applicable laws, and there is no action which could reasonably be taken by the Seller, as initial Servicer or such Successor Servicer that would make the performance of such duties and obligations permissible under applicable laws or as a result of a permitted assignment by the Seller of this Agreement if the Seller is the Servicer. Upon resignation, the procedures specified in Section 6.06 in respect of the replacement of a Servicer shall be applicable.

Provided that the Servicer shall have first notified the Rating Agency in writing, any Person into which the Servicer may be amalgamated or consolidated or any Person resulting from any amalgamation or consolidation to which the Servicer is a party, or any Person succeeding to the business of the Servicer, shall be the Successor Servicer and such successor, prior to or contemporaneously with the completion of such transaction, shall have executed such instruments as, in the Opinion of Counsel, are necessary or advisable to evidence the assumption by the successor of all of the obligations of the Servicer hereunder.

Article Seven
MATTERS RELATING TO THE SELLER

The Seller shall be liable for all obligations, covenants, representations and warranties of the Seller arising under or related to this Agreement. Except as provided in the preceding sentence, the Seller shall be liable only to the extent of the obligations specifically required to be undertaken by it in its capacity as Seller hereunder.

Subject to Sections 7.01 and 7.03 which shall have priority over this Section 7.02, neither the Seller, nor any of its directors, officers, employees or agents shall be under any liability to the Custodian, any Co-Owner, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in accordance with this Agreement, whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller against any liability which would otherwise be imposed by reason of wilful misfeasance, bad faith or gross negligence in the performance of duties or by reason of

reckless disregard of obligations and duties hereunder. The Seller and any director or officer or employee or agent of the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Seller) respecting any matters arising hereunder.

Without limiting any other rights that the Custodian, the Co-Owners and the Credit Enhancement Providers, if any, may have hereunder and under an applicable Series Purchase Agreement or under applicable law, the Seller shall indemnify and hold harmless the Custodian, the Co-Owners and any Credit Enhancement Providers from and against any loss, liability, expense, damage, claim or injury of any kind whatsoever suffered or sustained by reason of any representations and warranties, acts, omissions or alleged acts or omissions arising out of activities of the Seller or the Custodian pursuant to this Agreement or any Series Purchase Agreement including, but not limited to, any judgment, award, settlement, legal fees and disbursements (on a substantial indemnity basis) and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim resulting from:

provided, however, that the Seller shall not indemnify the Custodian, the Co-Owners or the Credit Enhancement Providers if such acts, omissions or alleged acts or omissions constitute fraud, gross negligence, breach of fiduciary duty (other than negligent action) or wilful misconduct by the Custodian, and the Seller shall not indemnify the Custodian, a Co-Owner or any Credit Enhancement Provider for any act taken by the Custodian at the request of such Co-Owner or Credit Enhancement Provider to the extent that the Custodian is indemnified by the applicable Co-Owner or Credit Enhancement Provider with respect to such action, or, unless otherwise specified in the applicable Series Purchase Agreement or Series Credit Enhancement Agreement, for any Canadian federal, provincial, territorial or local income or sales taxes, goods and services taxes or large corporations or

capital taxes (or any interest or penalties with respect thereto) required to be paid by the Custodian, a Co-Owner or any Credit Enhancement Provider. Any right to indemnification under this Section 7.03 shall survive the termination of this Agreement. For greater certainty, the Seller confirms that a Co-Owner’s failure to satisfy obligations from the proceeds of its property, assets and undertaking and any rights, proceeds and benefits thereunder, by reason of any representations or misrepresentations or, acts, omissions or alleged acts or omissions arising out of activities of the Seller (as set out in this Section 7.03 and subject to the proviso in this Section 7.03), is a loss of such Co-Owner in the amount the obligations which remain unsatisfied as a result thereof and constitute damages in such amount.

Nothing in this Agreement shall prevent the reorganization, consolidation, amalgamation or merger of the Seller with any other corporation or the transfer of all or substantially all of the undertaking, property and assets of the Seller to another corporation if:

Article Eight
SETTLEMENT OF DISPUTES, ENFORCEMENT AND CO-OWNER DIRECTIONS

Each Co-Owner and Credit Enhancement Provider, if applicable, through the Custodian acting as its agent, and the Seller hereby agree, acknowledge and consent that:

In respect of an Ownership Interest, each of the Custodian, the Co-Owner thereof and Credit Enhancement Provider, if applicable, and the Seller agree that the provisions of this Agreement and the related Series Purchase Agreement regarding the collection of Receivables and the distribution of Collections, Purchase Proceeds and amounts deposited in respect of Credit Adjustments, are binding on them, and each such Person shall, in enforcing any of its rights or complying with any of its obligations under any agreement to which such Person is a party, notwithstanding any provision of any such agreement, observe and be bound by the provisions regarding collection of the Receivables and the distribution of Collections, Purchase Proceeds and amounts deposited in respect of Credit Adjustments contained herein and in the related Series Purchase Agreement. In addition, each of the Custodian, each Co-Owner, Credit Enhancement Provider, if applicable, and the Seller shall:

Each Co-Owner and Credit Enhancement Provider, if applicable, through the Custodian acting as its agent, hereby agrees, acknowledges and consents and the Seller agrees that their respective entitlements and obligations hereunder shall not be affected by:

If a Co-Owner or the Seller fails to agree with any of the calculations and determinations set out in the reports and accompanying data delivered pursuant to Sections 4.04 and 4.05 or any adjustments to the Ownership Interest or distributions made from the Collection Account or any Series Accounts to the Seller, the Co-Owner pursuant to this Agreement (including as a result of an error as contemplated in Section 5.07(b)), then the Person disputing any of such calculations, determinations, adjustments and distributions shall deliver a written notice of objection within thirty days of the delivery of such report or the making of such calculations, determinations, adjustments or distributions, as the case may be, to such other Persons (or, in the case of a Co-Owner, to the Custodian) and to the Servicer. Following delivery of the notice of objection and until such time as the items in dispute are resolved in accordance with this Section, unless the applicable Co-Owner, the Custodian and the Seller agree otherwise, the report of the Servicer or the Co-Owner or the calculation, determination, adjustment or distribution shall be deemed to be correct. Following delivery of the notice of objection, the Servicer shall, in accordance with the foregoing, forthwith make any required adjustments to the Invested Amount and, in the case of distributions from the Collection Account, any required adjustments pursuant to Section 5.07(b). If the applicable Co-Owner and the Seller are unable to resolve the items in dispute within thirty days of delivery of the notice of objection, then the Co-Owner and the Seller shall promptly instruct their auditors to review the reports of the Servicer or the Co-Owner relating to the items in dispute. If the auditors of the Co-Owner and the Seller are not the same firm and if such auditors cannot resolve the items in dispute within thirty days from the day of delivery of the notice of objection, the items in dispute shall be referred to another firm of auditors selected by the auditors of the Co-Owner, and the Seller, or,

failing agreement as to such firm, to a firm of auditors appointed by a judge of the Ontario Superior Court of Justice. The decision of the auditors as to the items in dispute shall be final and binding. Following agreement of the Co-Owner and the Seller or the final decision of the auditors, as the case may be, as to the items in dispute, the Servicer shall forthwith make any required adjustments to the Invested Amount and, in the case of distributions from the Collection Account or the applicable Series Account, any required adjustments pursuant to Section 5.07(b).

No Co-Owner or Credit Enhancement Provider shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or the Custodial Property, unless a Co-Owner Direction in relation to all Series shall have previously been given requesting the Custodian to institute such action, suit or proceeding and the Co-Owners shall have offered to the Custodian such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Custodian, for sixty days after such request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Co-Owner with every other Co-Owner, the Custodian and the Seller, that no Co-Owner shall not have any right in any manner whatever by virtue or by availing itself of any provisions of this Agreement to affect, disturb or prejudice the rights of the Co-Owners of any other Ownership Interests, or to seek to obtain priority over or preference to any other such Co-Owner, or to enforce any right under this Agreement or pursuant to applicable law, including the giving of notice to any Obligor requiring payment of any Receivable or applying for partition of the Custodial Property, except in the manner herein provided and for the equal, ratable and common benefit of the Co-Owners and the Seller except as otherwise expressly provided in this Agreement.

For the purposes of this Section 8.06(b), a Person controls another Person if more than 50 percent (50%) of the ownership interests, however designated, into which the other Person is divided are owned by that Person and that Person has the power to direct the management and policies of the other Person. The Custodian shall be entitled to rely upon a Co-Owner Direction unless it has actual notice that the Ownership Interest is owned by the Seller or any other Person controlling, controlled by or under common control with the Seller.

Article Nine
THE CUSTODIAN

Except as otherwise provided in Section 9.01, but notwithstanding anything (other than Section 9.01) to the contrary contained in this Agreement, any Series Purchase Agreement or any Series Credit Enhancement Agreement:

The Co-Owners, Credit Enhancement Providers and the Seller agree that the Custodian shall be entitled to be paid reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Custodian, and, shall be entitled to be reimbursed upon its request for all reasonable expenses, disbursements and advances incurred or made by it in the exercise and performance of any of its powers and duties hereunder (including the reasonable fees and expenses of its agents, advisors and any co-custodian), in each case as and to the extent provided under Section 5.05(b); provided, however, that no such payment or reimbursement shall be paid to the Custodian if such expense, disbursement or advance arises from its gross negligence, wilful misconduct or reckless disregard of its obligations. Except as may be expressly agreed to in writing, neither the Co-Owners, Credit Enhancement Providers nor Servicer shall in any way be liable for any fees, costs or expenses of the Custodian. Each distribution made to the Custodian pursuant to Section 5.05(b) shall be considered to have been made by the Seller and the Co-Owners and, if applicable, Credit Enhancement Providers collectively, from the Custodial Property. The covenant to pay the expenses, disbursements and advances provided for in the preceding sentence shall survive the termination of this Agreement.

The Custodian hereunder shall at all times be a Schedule I chartered bank or a trust company or insurance company organized and doing business under the laws of Canada or any province thereof and, in each case, authorized under applicable law to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and having received an investment grade rating from the Rating Agencies, be subject to supervision or examination by federal or provincial authorities or otherwise satisfy the Rating Agency Condition and otherwise be satisfactory the Co-Owners and, if applicable, any Credit Enhancement Providers. If such corporation publishes reports of its financial condition at least annually, pursuant to applicable law or to the requirements of the aforesaid supervising or examining authorities, then, for the purpose of this Section 9.04, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Custodian

shall cease to be eligible in accordance with the provisions of this Section 9.04, the Custodian shall resign immediately in the manner and with the effect specified in Section 9.05.

Any Person into which the Custodian may be merged or converted or with which it may be consolidated or amalgamated, or any Person resulting from any merger, conversion, amalgamation or consolidation to which the Custodian shall be a party, shall be the successor of the Custodian hereunder, provided such Person shall be eligible under the provisions of Section 9.04 hereof and legally able to act as such, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Such Person shall provide prompt written notice to the parties hereto and to the Rating Agencies of its succession to the Custodian.

If a Servicer Termination Event shall occur and be continuing, the Custodian shall, subject to the provisions of Section 1.11, Section 6.05 and Section 9.02(c), proceed to protect and enforce its

rights and the rights of the Co-Owners and/or the Seller under this Agreement by suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Custodian, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Custodian, the Co-Owners and/or the Seller.

The Custodian represents and warrants, on a continuing basis, that:

The Custodian will maintain at its expense in the City of Toronto, an office or offices or agency or agencies where notices and demands to or upon the Custodian contemplated under this Agreement may be served. The Custodian designates its office at 4 King Street West, Suite 1101, Toronto, Ontario, M5H 1B6 as its office for such purpose. The Custodian will give prompt written notice to the Servicer and to the Co-Owner of any change in the location of any such office or agency.

Subject to Section 9.01(c), each of the Co-Owners and the Seller, by virtue of its ownership of a Series and the Retained Interest, respectively, acknowledges that it shall have no recourse to the Custodian and agrees that it will look solely to the Custodial Property to the extent available for distribution to it for any amounts payable or for the performance of any covenants or obligations, under this Agreement.

Article Ten
GENERAL

It is the intention of the parties to this Agreement that the Co-Owners shall not be personally liable for obligations of the Custodian or with respect to the Custodial Property, that, except as provided by Section 5.05(b), Ownership Interests shall be non-assessable for any losses or expenses of the Custodian or with respect to the Custodial Property or for any reason whatsoever.

in each such case, without the consent of each affected Co-Owner. The consent of the Custodian will be required in respect of any amendments which affect the Custodian’s rights, duties or immunities under this Agreement or otherwise.

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

RBC Royal Bank

320 Front Street West

6^th Floor

Toronto, Ontario

M5V 3B6

and such notice, document or other communication shall be deemed to have been received, where given by delivery, on the day of delivery, and, where sent by facsimile transmission, on the day of transmittal thereof if given during normal business hours of the recipient and on the next succeeding Business Day if not transmitted during such business hours. The Servicer may from time to time notify the other parties to this Agreement of a change in address or facsimile number by notice given as provided in this Section 10.04.

RBC Royal Bank

320 Front Street West

6^th Floor

Toronto, Ontario

M5V 3B6

and such notice, document or other communication shall be deemed to have been received, where given by delivery, on the day of delivery, and, where sent by facsimile transmission, on the day of transmittal thereof if given during normal business hours of the recipient and on the next succeeding Business Day if not transmitted during such business hours. The Seller may from time to time notify the other parties to this Agreement of a change in address or facsimile number by notice given as provided in this Section 10.04.

BNY Trust Company of Canada

Suite 1101

4 King Street West

Toronto, Ontario

M5H 1B6

and such notice, document or other communication shall be deemed to have been received, where given by delivery, on the day of delivery and, where sent by facsimile transmission, on the day of transmittal thereof if given during normal business hours of the recipient and on the next succeeding Business Day if not transmitted during such business hours. The Custodian may from time to time notify the other parties to this Agreement of a change in address or facsimile number by notice given as provided in this Section 10.04.

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement and the rights, benefits and Ownership Interest acquired hereunder shall not be Transferred or assigned by a Co-Owner without the prior written consent of the Seller and the Servicer, which consent shall not be unreasonably withheld, and on written notice to the Rating Agencies.

Any request, demand, authorization, direction, notice, consent, waiver or other act by a Co-Owner with respect to a Series shall bind the Co-Owner, Credit Enhancement Provider, if applicable and every subsequent Co-Owner of such Series.

The parties hereto expressly disavow any intention that this Agreement or anything herein contained shall create a partnership or joint venture relationship among any of them.

For greater certainty, and without affecting the amount to which each Co-Owner or the Seller is entitled under this Agreement and the Series Purchase Agreements, the Custodian, the Co-Owners and the Seller acknowledge and confirm that the intention and result of the provisions of Articles Four, Five and Six is that in respect of any period of days, there shall be included in computing the income of the Seller for income tax purposes, as the owner of the Retained Interest, all amounts of income for income tax purposes received or receivable in respect of the Custodial Property during such period, in excess of the Series Ownership Entitlement for such period.

In the event that one or more provisions in this Agreement or any Series Purchase Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not be affected or impaired thereby. Each of the provisions of this Agreement or each Series Purchase Agreement is hereby declared to be separate and distinct.

All parties hereto shall execute such further assurances from time to time as shall be necessary or advisable to vest in the Seller and each Co-Owner and each Credit Enhancement Provider, if applicable, the respective undivided ownership interests of each of them in the Custodial Property or otherwise give effect to this Agreement.

A Co-Owner and each Credit Enhancement Provider, if applicable, shall, on a Determination Day, release all interest in and to the Receivables created hereunder when the Invested Amount stated dollar amount of the Series has been reduced to zero on a Determination Day and no further amounts are distributable to such Co-Owner and Credit Enhancement Provider, if applicable, hereunder.

The custodial arrangement created hereby and the respective obligations and responsibilities of the Seller, the Servicer and the Custodian created hereby (other than the obligation of the Custodian to withdraw amounts from the Collection Account and deposit such amounts into the applicable Distribution Account or other Series Accounts on the direction of the Servicer, and the Servicer's obligation to make such direction) shall terminate, except with respect to the duties described in Section 6.01(d) and Section 7.03, on the day following the Distribution Day following the Determination Day on which after giving effect to the distributions on such Distribution Day: (i)

the Invested Amounts of all Series is zero, (ii) each Co-Owner has received its Series Ownership Entitlement for such day, (iii) there is no Cumulative Invested Amount Deficiency with respect to any Series, (iv) no other amounts are distributable to the Co-Owners in respect of any Ownership Interest pursuant to the related Series Purchase Agreement and this Agreement, and (v) with respect to each Series, the events, if any, specified in the related Series Purchase Agreement have been satisfied. Upon the termination of the custodial arrangement, all right, title and interest in the Custodial Property and other funds held by the Custodian related to Accounts included by the Seller will be delivered to the Seller in respect of such Seller's ownership of the Retained Interest. The Servicer shall give the Rating Agencies prompt notice of the termination of the custodial arrangement created hereby.

No waiver of any provision of this Agreement, nor consent to any departure by any party therefrom, shall be effective unless the same shall be in writing and signed by such party and the Rating Agency Condition shall have been satisfied in connection therewith or, in the case of S&P or Moody’s where it is a Rating Agency with respect to a Series, Class or Related Securities, at least 10 days prior written notice thereof has been provided to S&P or Moody’s, as the case may be, and then said waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure by a party to exercise and no delay by any party in exercising any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

BNY Trust Company of Canada has entered into this Agreement in its capacity as Custodian. No property or assets of BNY Trust Company of Canada, whether beneficially owned by it in its individual capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any of its obligations hereunder. No recourse may be had or taken, directly or indirectly, against BNY Trust Company of Canada, in its individual capacity, or any incorporator, shareholder, officer, director, employee or agent of BNY Trust Company of Canada or of any predecessor or successor of BNY Trust Company of Canada or its respective property and assets with regard to any of its obligations hereunder. Any reference in this Section 10.16 to “BNY Trust Company of Canada” shall mean “BNY Trust Company of Canada and its successors and permitted assigns”.

[This space intentionally blank.]

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated October 30, 2009.

IN WITNESS WHEREOF the parties have executed this Agreement.

SCHEDULE 1

IDENTIFICATION OF THE COLLECTION ACCOUNT

EXHIBIT “A”

FORM OF ASSIGNMENT OF UNDIVIDED CO-OWNERSHIP INTERESTS
IN ACCOUNT ASSETS UNDER ADDITIONAL ACCOUNTS

ASSIGNMENT

THIS ASSIGNMENT is made as of • by Royal Bank of Canada, a Canadian Chartered bank (“Seller”), in favour of BNY Trust Company of Canada, as agent and [specify Co-Owners and, if applicable, Credit Enhancement Providers (the “Transferee[s]”)].

WHEREAS the Seller wishes to Transfer certain interests in existing and future receivables and related assets to the Transferee and the Transferee is willing to accept such Transfer;

AND WHEREAS capitalized terms used in this Assignment shall have the respective meanings specified in Section 4;

NOW THEREFORE THIS ASSIGNMENT WITNESSES that, in consideration of the sum of $2.00 in the lawful currency of Canada now paid by the Transferee to the Seller and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged):

(a)        The Seller hereby transfers, assigns, conveys and delivers to, and deposits with, the Custodian, as agent and nominee for and on behalf of the Seller and all present and future Co-Owners and, if applicable, Credit Enhancement Providers who have or may appoint the Custodian in accordance with the applicable Series Purchase Agreement, all of the Seller’s present and future right, title and interest in, to and under the Account Assets arising in the Additional Accounts described in Schedule 1 hereto on, as of and from and after the Addition Cut-Off Date specified in the notice delivered by the Seller and dated •, •.

(b)       The Seller hereby Transfers to the [each] Transferee [an] undivided co-ownership interest[s] in the Additional Accounts described in Schedule 1 hereto, including all amounts collected in respect of the related Accounts as of the Addition Cut-Off Date specified in the notice delivered by the Seller and dated •, •, [each] such interest having the same attributes and entitlements as the ownership interest[s] owned by the Transferee under or in connection with the Pooling and Servicing Agreement and the applicable Series Purchase Agreement.

The Seller shall do and perform, from time to time, any and all acts and execute any and all further instruments required or reasonably requested by the Transferee or the Custodian to more fully affect the purposes of this Assignment.

[Insert description of universality for Quebec filing purposes.]

Unless the context otherwise requires, in this Assignment the following terms have the following meanings, respectively:

“Account” shall mean:

but shall not include an account which is a Removed Account or a Purged Account;

“Account Assets” shall mean, (a) all present and future Receivables existing or arising under the Initial Accounts on and after the applicable Cut-Off Date and existing in or arising under any Additional Accounts on and after the applicable Addition Cut-Off Date from time to time; (b) all monies due or becoming due under such Accounts including Receivables due under such Accounts, funds collected or to be collected from Obligors in respect of the Receivables and/or under any guarantees, or insurance proceeds relating to the Receivables but excluding any collateral security granted by Obligors to the Seller in respect of the payment of amounts due on the Receivables; (c) the Collection Account and all monies and investments on deposit in or credited to the Collection Account; (d) such interest in the Credit Card Agreements related to such Agreements as may be necessary to enforce the obligations of the Obligors in respect to the Receivables arising thereunder; (e) Participations and funds collected or to be collected from Participations, if any; (f) the then applicable Interchange Fees, and (g) all proceeds of the foregoing, provided that the foregoing shall not include receivables arising in a Designated Account or Removed Account following the applicable Removal Date or Purging Date and all proceeds of the foregoing;

“Addition Cut-Off Date” shall mean, with respect to an Additional Account, the date specified as such in the related notice delivered pursuant to the Pooling and Servicing Agreement;

“Additional Account” shall mean each Seller Credit Card Account added as an Account pursuant to the Pooling and Servicing Agreement;

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

“Class” shall mean, with respect to a Series, any one of the classes of Ownership Interests, if any, of that Series, in each case having the same attributes as all Ownership Interests of the same class within the Series as specified in the related Series Purchase Agreement;

“Collection Account” means an account that satisfies all of the criteria applicable to an eligible deposit account set forth in each Series Purchase Agreement and each Series Credit Enhancement Agreement, bearing a designation clearly indicating that the funds deposited therein are held as agent for the Co-Owners, the Seller and, if applicable, Credit Enhancement Providers which the Servicer, for the benefit of each Co-Owner, the Seller and, if applicable, Credit Enhancement Providers, has established, and shall cause to be maintained, in the name of the Custodian;

“Collections” shall mean all payments 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, shall mean all such amounts received by the Servicer during such period and, in respect of any Business Day, shall mean 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;

“Credit Card Agreement” shall mean, with respect to a Seller Credit Card Account, the agreement or agreements between the Seller and the Obligor governing the terms and conditions of such account, as any such agreement or agreements may be amended, modified or otherwise changed from time to time;

“Credit Enhancement Provider” shall mean a Person, other than the Seller, providing Series Credit Enhancement pursuant to the related Series Credit Enhancement Agreement;

“Cumulative Invested Amount Deficiency” shall mean, with respect to a Series and for a Determination Day, an amount which shall not be less than zero equal to:

plus:

minus:

minus:

“Custodian” shall mean BNY Trust Company of Canada, in its capacity as agent under the Pooling and Servicing Agreement, and any successor agent appointed in accordance therewith;

“Cut-Off Date” shall mean June 22, 1999;

“Designated Account” means an Account which becomes a Designated Account as provided under the Pooling and Servicing Agreement;

“Determination Day” shall mean the last day of each calendar month and when modified by the word “related” in respect of a particular Distribution Day or Determination Period shall mean the Distribution Day immediately following such Determination Day or the Determination Period ending on such Determination Day, as applicable;

“Determination Period” shall mean any period of days that begins on and includes the day immediately after a Determination Day (or in the case of the initial Determination Period the day following the effective date hereof) and ends on and includes the day that is the next succeeding Determination Day and, when modified by the word “related” in respect of a particular Determination Day, shall mean such period of days that ends on and includes that particular Determination Day;

“Distribution Day” means with respect to a Series for a Determination Period, the date specified as such in the related Series Purchase Agreement and when modified by the word “related” in respect of a particular Determination Day or Determination Period shall mean the immediately preceding Determination Day or the Determination Period ending on such Determination Day, as applicable;

“Excess Finance Charge Receivable Collections” shall mean with respect to a Series and in respect of any Determination Period, the amount by which the Series Income Share for such Series exceeds the Maximum Series Entitlement for such Series, in each case for such Determination Period;

“Finance Charge Receivable” shall mean, with respect to an Account, any Receivable billed to a cardholder under the related Credit Card Agreement in respect of (a) periodic credit or other finance charges, (b) membership fees, if any, (c) cash advance fees; (d) service and transaction fees, (e) administrative fees and late charges, (f) applicable allocated Interchange Fees, and (g) 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;

“Finance Charge Receivable Collections” shall mean in respect of any Determination Period the amount of Collections and Purchase Proceeds received by the Servicer and allocated by the Servicer in accordance with the Pooling and Servicing Agreement to Finance Charge Receivables plus the amount of Recoveries, in each case for such Determination Period;

“Floating Allocation Percentage” shall mean for any Series for any Determination Period, the fraction, expressed as a percentage, (a) the numerator of which is the Invested Amount of such Series at the close of business on the immediately preceding Determination Day, or in the case of the first Determination Period for such Series, the Initial Invested Amount, and (b) the denominator of which is the Pool Balance at the close of business on the immediately preceding Determination Day;

“Initial Account” shall mean each of the Seller Credit Card Accounts that were designated by the Seller as an Account and identified by account number and outstanding balance as of the applicable Cut-Off Date in the computer file records of the Seller and on the magnetic tape copy thereof delivered to the Custodian;

“Interchange Fees” shall mean, in respect of a day, the aggregate of MasterCard Interchange Fees, VISA Interchange Fees and Other Interchange Fees in respect of such day, provided that on the date hereof, Interchange Fees shall mean the aggregate of MasterCard Interchange Fees, VISA Interchange Fees and Other Interchange Fees in respect of the period from October 1, 2009 to the date hereof inclusive; in each case as the basis for calculating the same may be adjusted from time to time in accordance with Section 2.10 of the Pooling and Servicing Agreement;

“MasterCard International” shall mean MasterCard International Inc. in respect of its international credit card operations, and its successors and assigns;

“MasterCard Interchange Fees” which, in respect of a day, are 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 Section 2.10 of the Pooling and Servicing Agreement;

“Maximum Series Entitlement” shall mean, in respect of any day or period of days, an amount specified as such to be calculated or otherwise determined pursuant to the Purchase Agreement;

“Moody’s” means Moody’s Investors Service, Inc. or its successor;

“Obligor” shall mean, with respect to any Account, the Person or Persons obligated to make payments of amounts owing from time to time under such Account, including any guarantor thereof;

“Other Interchange Fees” which, in respect of a day, are 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 Section 2.10 of the Pooling and Servicing Agreement;

“Ownership Interest” shall mean, at any time:

together with the proceeds thereof and in each case with the terms and attributes determined under the Pooling and Servicing Agreement, and under the related Series Purchase Agreement or pursuant to the Pooling and Servicing Agreement and the related Series Purchase Agreement from time to time;

“Participations” shall mean participations representing undivided interests in or securities backed by a pool of assets consisting primarily of credit card receivables and collections thereon;

“Person” shall mean any individual, corporation, estate, partnership, joint venture, association, joint-stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof;

“Pool Balance” shall mean, for a day, the aggregate amount of all Principal Receivables owing under the Accounts on the day, less all Written-Off Amounts on such day plus, if Participations have been added in accordance the Pooling and Servicing Agreement, the aggregate principal amount, invested amount or equivalent amount due under such Participations as determined in accordance with the amendment to the Pooling and Servicing Agreement to be entered into pursuant thereto;

“Pooling and Servicing Agreement” shall mean the second amended and restated pooling and servicing agreement dated as of October 30, 2009 between Royal Bank of Canada, as Seller and initial Servicer and BNY Trust Company of Canada, as agent and Custodian for the Co-Owners and the Seller, as the same may be amended, supplemented or restated from time to time;

“Principal Receivables” shall mean, with respect to an Account, any Receivable billed to an Obligor under the related Credit Card Agreement in respect of (a) amounts charged for merchandise and services, and (b) the amount of all cash advances, and (c) any other amounts with respect to the Account other than Finance Charge Receivables which are designated by the Seller by notice to the Custodian from time to time as Principal Receivables;

“Purchase Proceeds” shall mean the funds to be deposited into the Collection Account (including funds that, but for Section 5.02(b) of the Pooling and Servicing Agreement, would be required to be so deposited):

“Purged Account” means an Account which becomes a Purged Account as provided under the Pooling and Servicing Agreement;

“Purging Date” means the date on which an Account becomes a Purged Account pursuant to and in accordance with certain conditions specified in the Pooling and Servicing Agreement;

“Receivable” shall mean the amount (other than amounts which are purchased by the Seller or the Servicer, as applicable, pursuant to Section 2.05, Section 2.08, or Section 6.02(c) of the Pooling and Servicing Agreement) owing by an Obligor under an Account from time to time including all Finance Charge Receivables as adjusted for returns, billing errors, disputed items, NSF cheques, fraudulent charges and similar payment reconciliations;

“Recoveries” shall mean all payments received in respect of a Receivable arising in an Account after the date on which it became a Written-Off Account;

“Removal Date” shall mean the day on which the Designated Balance is paid or purchased pursuant to and in accordance with certain conditions specified in the Pooling and Servicing Agreement;

“Removed Account” shall mean an Account which becomes a Removed Account as provided under the Pooling and Servicing Agreement;

“Reporting Day” shall mean, with respect to any Determination Day, the fifth Business Day following such Determination Day and, when modified by the word “related” in respect of a particular Determination Day or Determination Period, shall mean the Determination Day immediately preceding the Reporting Day or the Determination Period ending on such Determination Day, as applicable;

“S&P” shall mean Standard & Poor’s Ratings Services and it successors;

“Seller” shall mean Royal Bank of Canada, in its capacity as the seller of the Ownership Interests under the Pooling and Servicing Agreement and its successors in interest and assigns to the extent permitted under the Pooling and Servicing Agreement;

“Seller Credit Card Account” shall mean a consumer account established by the Seller, upon the issuance of one or more credit cards identified in each case by a Specified Account Designation and by the same account designation and which provides for the extension of credit on a revolving basis by the Seller to the cardholder under the related Credit Card Agreement to (a) finance the purchase of products and services from Persons that accept Specified Account Designation credit cards for payment and (b) obtain cash advances and provided that the foregoing criteria are met shall also include any co-labelled Specified Account Designation credit card accounts;

“Series” shall mean a series of Ownership Interests, within which there may be one or more Classes;

“Series Account” shall mean, in respect of a Series, a deposit, trust, escrow or similar account maintained for the benefit of the Assignee and the Seller, as specified in the Purchase Agreement;

“Series Credit Enhancement” shall mean, with respect to a Series or Class, any letter of credit, surety bond, cash reserve account, spread account, guaranteed rate agreement, liquidity facility, tax protection agreement, interest rate swap agreement, loan agreement, enhancement agreement or other similar arrangement established for the benefit of the Co-Owners of such Series or Class, as applicable;

“Series Credit Enhancement Agreement” shall mean, with respect to a Series or Class, any agreement designated as such in the related Series Purchase Agreement, providing Series Credit Enhancement for the benefit of the Co-Owners of such Series or Class, as applicable, and entered into between the applicable parties and the related Credit Enhancement Provider, as the same may be amended, supplemented, modified or restated;

“Series Income Share” shall mean, with respect to a Series, in respect of any Determination Period, an amount equal to the product of:

in each case for such Determination Period;

“Series Pool Losses” shall mean, in respect of a Series for a Determination Period, an amount equal to the product of: (a) the Floating Allocation Percentage for such Series for such Determination Period, and (b) an amount equal to all Principal Receivables which became Written-Off Amounts during such Determination Period;

“Series Purchase Agreement” shall mean, with respect to any Series, a series purchase agreement executed and delivered in connection with the creation and Transfer of one or more Ownership Interests of such Series pursuant to the Pooling and Servicing Agreement and, if applicable, the creation and Transfer of additional Ownership Interests of such Series pursuant to the Pooling and Servicing Agreement;

“Servicer” shall mean Royal Bank of Canada unless and until a successor Servicer shall have been appointed pursuant to 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 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;

“Specified Account Designation Entity” shall mean each of (i) Visa Canada and VISA International, (ii) MasterCard International, and (iii) one or more other credit card associations or companies specified by the Seller in writing for which the Rating Agency Condition is satisfied in respect of such other entity’s inclusion as a Specified Account Designation Entity or, in the case of S&P or Moody’s where it is a Rating Agency with respect to a Series, Class or Related Securities, the Seller has provided at least fifteen Business Days prior written notice to S&P or Moody’s, as the case may be, of such other entity’s inclusion as a Specified Account Entity;

“Specified Account Designation Requirements” shall mean, in respect of Accounts with a Specified Account Designation, the applicable rules and regulations (or corresponding applicable requirements) of the related Specified Account Entity for credit card issuers of credit card accounts with such designation, in effect from time to time;

“Substituted Account” shall mean, an Account which is replaced by another Seller Credit Card Account for which the Specified Account Designation is different and the account number remains the same; for greater certainty, (A) the substitution of a Substituted Account for an Obligor’s MasterCard Seller Credit Card Account, Visa Seller Credit Card Account or other Specified Account Designation Seller Credit Card Account, as applicable, shall not, for the purposes of this Agreement, constitute an addition of an Account subject to Section 2.07, a removal of an Account subject to Section 2.08, or an amendment to the terms and provisions of any Credit Card Agreement subject to Section 2.06(a)(viii), and (B) where the Seller establishes or re-establishes a MasterCard Seller Credit Card Account, a Visa Seller Credit Card Account or an other Specified Account Designation Seller Credit Card Account, as the case may be, in favour of an Obligor in addition to an existing credit card account of the Obligor which is included as an Account and such established or re-established account has a different account number than the existing Account, such established or re-established account shall not be a Substituted Account;

“Transfer” shall mean, in respect of specified property, the sale, transfer, assignment and conveyance thereof;

“VISA Canada” shall mean VISA Canada Corporation, an unlimited liability corporation incorporated under the laws of Nova Scotia, and its successors and assigns;

“VISA International” means VISA International Service Association, a corporation incorporated under the laws of the State of Delaware and its successors and assigns;

“VISA Interchange Fees” which, in respect of a day, are 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 Section 2.10 of the Pooling and Servicing Agreement;

“Written-Off Account” means, at any time, any Account that:

(a)        is in arrears for a period of 180 days or more following the date on which the minimum payment required thereunder was initially due and payable, as determined in accordance with the Servicer’s practices and procedures; or;

(b)        is written-off in accordance with the Servicer’s practices and procedures; and

“Written-Off Amount” shall mean, at any time, the sum at such time of all Principal Receivables balances in all Written-Off Accounts at that time.

The division of this Assignment into Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Assignment. Unless something in the subject matter or context is inconsistent therewith, references herein to Sections are to Sections in this Assignment unless otherwise specified. The word “hereof” and words of similar import when used in this Assignment shall refer to this Assignment as a whole and not to any particular provision of this Assignment. The term “including” means “including without limitation”. Words importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.

This Assignment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF the Seller has caused this Assignment to be duly executed by its authorized officers as of the day and year first above written.

Schedules:

Schedule I – Description of Specifically Identified Additional Accounts

EXHIBIT “C”

FORM OF ANNUAL SERVICER CERTIFICATE

In accordance with the provisions of Section 5.08 of the Pooling and Servicing Agreement, the undersigned hereby certifies that as at the date hereof, the Servicer has complied in all material respects with all of its duties under the Pooling and Servicing Agreement in respect of each Series outstanding thereunder.

The undersigned confirms that its authorized signing officer(s) have read and are familiar with the provisions of the Pooling and Servicing Agreement and that such officer(s) have made such investigation as is necessary for the purpose of delivering this Certificate.

Capitalized terms used in this Certificate and not otherwise defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

DATED: __________________________

EXHIBIT “D”

INITIAL ACCOUNT SELECTION METHODOLOGY

Initial Accounts consist of:

(1)       Eligible Accounts which as of June 22, 1999 were designated as personal retail consumer accounts (and for greater certainty, excluding all corporate and business accounts) and have a date on file during the months of February, April, August or October from and including 1967 to and including 1997 and during the month of May, from and including 1967 to and including 1986 and from 1992 to and including 1995. Date on file means the date that the card holder established the credit card relationship with Seller,

But excluding the following:

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