Common use of Purchase Termination Clause in Contracts

Purchase Termination. If (i) TRS shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS or all or substantially all of its property, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS shall immediately cease to sell Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII of additional Receivables, Receivables sold to RFC VIII prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS shall file [Short Name of Account Owner] voluntarily goes into liquidation or consents to the appointment of a petition conservator, receiver or commence liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to [Short Name of Account Owner] or of or relating to all or substantially all its property, or a Proceeding (A) to take advantage decree or order of any Debtor Relief Law a court or (B) agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshalling of assets and liabilities or similar proceeding, or similar official for the winding-up or relating to TRS or all or substantially all liquidation of its propertyaffairs, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days entered against [Short Name of its filing Account Owner]; or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or [Short Name of Account Owner] shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (eachsuch voluntary liquidation, an appointment, entering of such decree, admission, filing, making or suspension, a “Insolvency Dissolution Event”); then TRS , [Short Name of Account Owner] shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case my be (the “Appointment Date”), immediately cease to sell transfer the Principal Receivables to RFC VIII [Short Name of Receivables Purchaser] and shall promptly give notice to RFC VIII, the Owner Trustee [Short Name of Receivables Purchaser] and the Indenture Master Trust Trustee of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale transfer to RFC VIII [Short Name of Receivables Purchaser] of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII prior to [Short Name of Receivables Purchaser] before the occurrence of such Insolvency Dissolution Event and Collections collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII [Short Name of Receivables Purchaser] available for transfer by RFC VIII [Short Name of Receivables Purchaser] to the Master Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS FSB shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS FSB or all or substantially all of its property, (ii) TRS FSB shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS FSB shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS FSB shall make an assignment for the benefit of its creditors or (v) TRS FSB shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS FSB shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS FSB whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB has not sold to RFC VIIITRS, TRS FSB agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS Centurion shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Centurion or all or substantially all of its property, (ii) TRS Centurion shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS Centurion shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Centurion shall make an assignment for the benefit of its creditors or (v) TRS Centurion shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS Centurion shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS Centurion whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion has not sold to RFC VIIITRS, TRS Centurion agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS shall file any Seller voluntarily goes into liquidation or consents to the appointment of a petition conservator, receiver or commence liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to such Seller or of or relating to all or substantially all its property, or a Proceeding (A) to take advantage decree or order of any Debtor Relief Law a court or (B) agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshaling of assets and liabilities or similar proceeding, or similar official for the winding-up or relating to TRS or all or substantially all liquidation of its propertyaffairs, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing entered against such Seller; or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or Seller shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (eachsuch voluntary liquidation, an appointment, entering of such decree, admission, filing, making or suspension, a “Insolvency Dissolution Event”); then TRS , such Seller shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case may be (the “Appointment Date”), immediately cease to sell Receivables transfer new Home Equity Loans or Eligible Substitute Home Equity Loans to RFC VIII the Depositor and shall promptly give notice to RFC VIII, the Owner Trustee Depositor and the Indenture Trustee of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Depositor of additional ReceivablesHome Equity Loans, Receivables sold Home Equity Loans transferred to RFC VIII the Depositor prior to the occurrence of such Insolvency Dissolution Event and Principal Collections and Interest Collections, insurance proceeds and other monies in respect of such Receivables Home Equity Loans whenever received, shall continue to be property of RFC VIII the Depositor available for transfer by RFC VIII the Depositor to the Trust Trustee, on behalf of the Trust, pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS FSB shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS FSB or all or substantially all of its property, (ii) TRS FSB shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS FSB shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS FSB shall make an assignment for the benefit of its creditors or (v) TRS FSB shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS FSB shall immediately cease to sell Principal Receivables to RFC VIII IV and shall promptly give notice to RFC VIII, the Owner Trustee IV and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII IV of additional Principal Receivables, Principal Receivables sold to RFC VIII IV prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII IV available for transfer by RFC VIII IV to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS FSB whether collections relate to a Receivable that was sold to RFC VIII IV or to a receivable that TRS FSB has not sold to RFC VIIIIV, TRS FSB agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Account Owner shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Account Owner in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Account Owner or for or relating to TRS or all or substantially all any substantial part of its the Account Owner's property, (ii) TRS or for the winding-up or liquidation of the Account Owner's affairs and, if instituted against the Account Owner, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Account Owner shall commence a voluntary case under any Debtor Relief Law, or if the Account Owner shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Account Owner or any subsidiary of the Account Owner shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Account Owner shall immediately cease to sell transfer Principal Receivables to RFC VIII the Corporation and shall promptly give notice to RFC VIII, the Owner Trustee Corporation and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Corporation of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Corporation prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Corporation available for transfer by RFC VIII the Corporation to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS Capital One shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Capital One or all or substantially all of its property, (ii) TRS Capital One shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or Capital One shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS Capital One shall make an assignment for the benefit of its creditors or (v) TRS Capital One shall voluntarily suspend payment of its obligations (each, an “"Insolvency Event”"); then TRS Capital One shall immediately cease to sell Principal Receivables to RFC VIII Funding and shall promptly give notice to RFC VIII, the Owner Trustee Funding and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII Funding of additional Principal Receivables, Principal Receivables sold to RFC VIII Funding prior to the occurrence of such Insolvency Event Event, Funds Collateral and Collections in respect of such Principal Receivables, Finance Charge Receivables (whenever created) accrued in respect of such Principal Receivables, and Funds Collateral and Collections in respect of such Finance Charge Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Capital One whether collections or funds collateral relate to a Principal Receivable that was sold to RFC VIII Funding or to a principal receivable that TRS Capital One has not sold to RFC VIIIFunding, TRS Capital One agrees that it shall allocate payments and funds collateral on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS the Bank shall file fail generally -------------------- to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Bank in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Bank or for or relating to TRS or all or substantially all any substantial part of its the Bank's property, (ii) TRS or for the winding-up or liquidation of the Bank's affairs and, if instituted against the Bank, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Bank shall commence a voluntary case under any Debtor Relief Law, or if the Bank shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Bank or any subsidiary of the Bank shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Bank shall immediately ---------------- cease to sell transfer Principal Receivables to RFC VIII HRF and shall promptly give notice to RFC VIIIHRF, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII HRF of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII HRF prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII HRF available for transfer by RFC VIII HRF to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC [END OF ARTICLE VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.]

Purchase Termination. If (i) TRS Centurion shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Centurion or all or substantially all of its property, (ii) TRS Centurion shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS Centurion shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Centurion shall make an assignment for the benefit of its creditors or (v) TRS Centurion shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”"INSOLVENCY EVENT"); then TRS Centurion shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIIIV, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS Centurion whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion has not sold to RFC VIIITRS, TRS Centurion agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS Centurion shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Centurion or all or substantially all of its property, (ii) TRS Centurion shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS Centurion shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Centurion shall make an assignment for the benefit of its creditors or (v) TRS Centurion shall voluntarily suspend payment of its obligations (each, an “"Insolvency Event”"); then TRS Centurion shall immediately cease to sell Principal Receivables to RFC VIII III and shall promptly give notice to RFC VIII, the Owner Trustee III and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII III of additional Principal Receivables, Principal Receivables sold to RFC VIII III prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII III available for transfer by RFC VIII III to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Centurion whether collections relate to a Receivable that was sold to RFC VIII III or to a receivable that TRS Centurion has not sold to RFC VIIIIII, TRS Centurion agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (ia) TRS the Seller shall file a petition or commence a Proceeding (Ai) to take advantage of any Debtor Relief Law or (Bii) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS the Seller or all or substantially all of its property, (iib) TRS the Seller shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iiic) TRS the Seller shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (ivd) TRS the Seller shall make an assignment for the benefit of its creditors creditors, or (ve) TRS the Seller shall voluntarily suspend payment of its obligations (eachany such act or occurrence, an “Insolvency Event”); then TRS shall the Seller shall, on the day any such Insolvency Event occurs, immediately cease to sell Principal Receivables to RFC VIII Dryrock Funding and shall promptly give notice to RFC VIIIDryrock Funding, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII Dryrock Funding of additional Principal Receivables, Principal Receivables sold to RFC VIII Dryrock Funding prior to the occurrence of such Insolvency Event and Event, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Principal Receivables and such Finance Charge Receivables, and Interchange allocable to the foregoing shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer AgreementDryrock Funding. To the extent that it is not clear to TRS the Seller whether collections relate to a Receivable that was sold to RFC VIII Dryrock Funding or to a receivable that TRS the Seller has not sold to RFC VIIIDryrock Funding, TRS the Seller agrees that it shall allocate payments on each Account such Accounts or Removed Accounts, as applicable, in the aggregate with respect to the principal balance of such Account Accounts or Removed Accounts first to the oldest principal balance balances of such AccountAccounts or Removed Accounts.

Purchase Termination. If (i) TRS Chase USA or the Purchaser shall file a petition or commence a Proceeding (A) consent to take advantage of any Debtor Relief Law or (B) for the appointment of a trusteeconservator or receiver or liquidator in any insolvency, conservatorreadjustment of debt, receiver, liquidator, marshalling of assets and liabilities or similar official for proceedings of or relating to TRS Chase USA or the Purchaser, as the case may be, or of or relating to all or substantially all of its property, (ii) TRS shall consent or fail relating to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any such petition insolvency, readjustment of debt, marshalling of assets and liabilities or Proceeding similar proceedings, or for the winding-up or liquidation of its affairs, shall not have been dismissed within sixty (60) days of its filing entered against Chase USA or commencement, the Purchaser; or a court, agency, Chase USA or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or the Purchaser shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “"Insolvency Event”"); then TRS Chase USA shall immediately cease to sell Convey any Principal Receivables to RFC VIII Purchaser and shall promptly give notice to RFC VIII, the Owner Trustee Purchaser and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale Conveyance to RFC VIII Purchaser of additional Principal Receivables, Principal Receivables sold to RFC VIII Purchaser prior to the occurrence of such Insolvency Event Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables shall continue to be property of RFC VIII Purchaser available for transfer by RFC VIII Purchaser to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Chase USA whether collections relate to a Principal Receivable that was sold to RFC VIII Purchaser or to a receivable Principal Receivable that TRS Chase USA has not sold to RFC VIIIPurchaser, TRS Chase USA agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS the Bank shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Bank in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Bank or for or relating to TRS or all or substantially all any substantial part of its the Bank's property, (ii) TRS or for the winding-up or liquidation of the Bank's affairs and, if instituted against the Bank, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Bank shall commence a voluntary case under any Debtor Relief Law, or if the Bank shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Bank or any subsidiary of the Bank shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”)") or, if an Insolvency Event (as defined in Section 8.2 of the Transferor Purchase Agreement) shall have occurred; then TRS the Bank shall immediately cease to sell transfer Principal Receivables to RFC VIII PFR and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee PFR of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII PFR of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII PFR prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created or accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII PFR available for transfer by RFC VIII PFR to the Transferor for transfer to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS FSB shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS FSB or all or substantially all of its property, (ii) TRS FSB shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS FSB shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS FSB shall make an assignment for the benefit of its creditors or (v) TRS FSB shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”"INSOLVENCY EVENT"); then TRS FSB shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIIIV, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS FSB whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB has not sold to RFC VIIITRS, TRS FSB agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS Capital One shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Capital One or all or substantially all of its property, (ii) TRS Capital One shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or Capital One shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS Capital One shall make an assignment for the benefit of its creditors or (v) TRS Capital One shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS Capital One shall immediately cease to sell Principal Receivables to RFC VIII Funding and shall promptly give notice to RFC VIII, the Owner Trustee Funding and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII Funding of additional Principal Receivables, Principal Receivables sold to RFC VIII Funding prior to the occurrence of such Insolvency Event Event, Funds Collateral and Collections in respect of such Principal Receivables, Finance Charge Receivables (whenever created) accrued in respect of such Principal Receivables, and Funds Collateral and Collections in respect of such Finance Charge Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Capital One whether collections or funds collateral relate to a Principal Receivable that was sold to RFC VIII Funding or to a principal receivable that TRS Capital One has not sold to RFC VIIIFunding, TRS Capital One agrees that it shall allocate payments and funds collateral on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Seller shall file a petition or commence a Proceeding (A) consent to take advantage of any Debtor Relief Law or (B) for the -------------------- appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshaling of assets and liabilities or similar official for proceeding of or relating to TRS the Seller or all of or substantially all of its property, (ii) TRS shall consent or fail relating to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition a decree or Proceeding shall not have been dismissed within sixty (60) days order of its filing or commencement, or a court, agencyagency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or other supervisory authority with jurisdiction for the winding-up or liquidation of its affairs, shall have decreed been entered against the Seller; or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or the Seller shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations obligations; or the Seller shall become unable for any reason to sell Receivables to the Purchaser in accordance with the provisions of this Agreement (each, an “"Insolvency Event”"); , then TRS the Seller ---------------- shall immediately cease to sell Principal Receivables to RFC VIII the Purchaser and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency EventEvent to the Purchaser and the Trustee. Notwithstanding any cessation of the sale to RFC VIII the Purchaser of additional Principal Receivables, all Collections with respect to Principal Receivables sold transferred to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event Event, and all amounts which would have constituted Collections in with respect of to Principal Receivables but for the Seller's inability to sell such Receivables to the Purchaser, shall continue to be property of RFC VIII the Purchaser available for transfer by RFC VIII the Purchaser to the Trust Trustee pursuant to the Transfer Restated Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been sold to RFC VIII the Purchaser, or to a receivable that TRS has not which would have been sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect the Purchaser but for the Seller's inability to sell Receivables to the principal balance Purchaser, shall continue to be property of such Account first the Purchaser notwithstanding any cessation of the sale of additional Principal Receivables to the oldest principal balance of such AccountPurchaser.

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any Debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Seller or any subsidiary of the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII the Purchaser and shall promptly give notice to RFC VIII, the Owner Trustee Purchaser and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Purchaser of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Purchaser available for transfer by RFC VIII to the Purchaser the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.ARTICLE IX

Purchase Termination. If (i) TRS FSB shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS FSB or all or substantially all of its property, (ii) TRS FSB shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS FSB shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS FSB shall make an assignment for the benefit of its creditors or (v) TRS FSB shall voluntarily suspend payment of its obligations (each, an “"Insolvency Event”"); then TRS FSB shall immediately cease to sell Principal Receivables to RFC VIII IV and shall promptly give notice to RFC VIII, the Owner Trustee IV and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII IV of additional Principal Receivables, Principal Receivables sold to RFC VIII IV prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII IV available for transfer by RFC VIII IV to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS FSB whether collections relate to a Receivable that was sold to RFC VIII IV or to a receivable that TRS FSB has not sold to RFC VIIIIV, TRS FSB agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS Centurion shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Centurion or all or substantially all of its property, (ii) TRS Centurion shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS Centurion shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Centurion shall make an assignment for the benefit of its creditors or (v) TRS Centurion shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS Centurion shall immediately cease to sell Principal Receivables to RFC VIII III and shall promptly give notice to RFC VIII, the Owner Trustee III and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII III of additional Principal Receivables, Principal Receivables sold to RFC VIII III prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII III available for transfer by RFC VIII III to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Centurion whether collections relate to a Receivable that was sold to RFC VIII III or to a receivable that TRS Centurion has not sold to RFC VIIIIII, TRS Centurion agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of Seller or for or relating to TRS or all or substantially all any substantial part of its Seller’s property, (ii) TRS or for the winding-up or liquidation of Seller’s affairs and, if instituted against Seller, any such proceeding shall continue undismissed or unstayed and in effect for a period of 60 consecutive days or upon entry of any order or decree providing for such relief, or any of the actions sought in such proceeding shall occur; or if Seller shall commence a voluntary case under any Debtor Relief Law, or if Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Seller shall make an any general assignment for the benefit of its creditors creditors; or Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “Insolvency Event”); then TRS Seller shall immediately cease to sell Principal Receivables to RFC VIII Purchaser and shall promptly give notice to RFC VIIIPurchaser, the Owner Trustee Issuer and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII Purchaser of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII Purchaser prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, and the Collections thereon, shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountPurchaser.

Purchase Termination. If BACCS immediately must cease to sell Principal Receivables, and the related Finance Charge Receivables and other Purchased Assets, to Funding if (a) BACCS or FIA files a petition or commences a proceeding (i) TRS shall file as a petition or commence a Proceeding (A) to take advantage of debtor under any Debtor Relief Law or (Bii) for the appointment of to have a trustee, conservator, receiver, liquidator, or similar official appointed for it or relating to TRS or for all or substantially all of its property, (iib) TRS shall consent BACCS or fail FIA consents or fails to object to any such a petition filed or Proceeding proceeding commenced against or with respect to it or all or substantially all of its property, or any such a petition or Proceeding shall proceeding commenced against it or its property is not have been dismissed or stayed within sixty (60) days of its filing or commencement60 days, or a court, agency, or other supervisory authority Governmental Authority orders relief in connection with jurisdiction shall have decreed or ordered relief with respect to any such a petition or Proceedingproceeding commenced against it or its property, (iiic) TRS shall be unable, BACCS or shall admit FIA admits in writing its inability, inability to pay its debts generally as they become due, (ivd) TRS shall make BACCS or FIA makes an assignment for the benefit of its creditors creditors, or (ve) TRS shall BACCS or FIA voluntarily suspend suspends payment of its obligations (each, each an “Insolvency Event”); then TRS shall immediately cease . Still, Funding or its transferee will continue to sell own all Principal Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII of additional Receivables, Receivables that were sold to RFC VIII Funding prior to the occurrence Insolvency Event, all Collections on those Principal Receivables, all Finance Charge Receivables that accrue on those Principal Receivables regardless of such Insolvency Event when they arise, and all Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreementon those Finance Charge Receivables. To the extent that it is If BACCS and Funding cannot clear to TRS determine whether collections relate to a Receivable that was sold to RFC VIII Funding or to a receivable that TRS has not been sold to RFC VIIIFunding, TRS agrees that it shall BACCS and Funding must allocate payments on each the related Account with respect proportionately based on the total amount of Principal Receivables in that Account then owned by Funding or the MTII Trustee and the total amount of principal receivables in that Account then owned by BACCS or FIA. BACCS promptly must give notice of any Insolvency Event to Funding and the principal balance of such Account first to the oldest principal balance of such AccountMTII Trustee.

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller’s property, or for the winding-up or liquidation of the Seller’s affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of sixty (ii60) TRS consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any Debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or (v) TRS the Seller shall voluntarily suspend payment have taken any corporate action in furtherance of its obligations any of the foregoing actions (each, an “Insolvency Event”); then TRS the Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII the Purchaser and shall promptly give notice to RFC VIIIthe Purchaser, each Rating Agency, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Purchaser of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, then accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Purchaser available for transfer by RFC VIII the Purchaser to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Seller shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS the Seller or all or substantially all of its property, (ii) TRS the Seller shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS the Seller shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS the Seller shall make an assignment for the benefit of its creditors or (v) TRS the Seller shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS the Seller shall immediately cease to sell Principal Receivables to RFC VIII the Purchaser and shall promptly give notice to RFC VIII, the Owner Trustee Purchaser and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII the Purchaser of additional Principal Receivables, Principal Receivables sold to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII the Purchaser available for transfer by RFC VIII the Purchaser to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS the Seller whether collections relate to a Receivable that was sold to RFC VIII the Purchaser or to a receivable that TRS the Seller has not sold to RFC VIIIthe Purchaser, TRS the Seller agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS HRAC shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of HRAC in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of HRAC or for or relating to TRS or all or substantially all any substantial part of its the HRAC’s property, (ii) TRS or for the winding-up or liquidation of HRAC’s affairs and, if instituted against HRAC, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if HRAC shall commence a voluntary case under any Debtor Relief Law, or if HRAC shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or HRAC or any subsidiary of HRAC shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “Insolvency Event”); then TRS HRAC shall immediately cease to sell transfer Principal Receivables to RFC VIII the Company and shall promptly give notice to RFC VIII, the Owner Trustee Company and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Company of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Company prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Company available for transfer by RFC VIII the Company to the Trust pursuant to the Transfer Master Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Seller shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS the Seller or all or substantially all of its property, (ii) TRS the Seller shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS the Seller shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS the Seller shall make an assignment for the benefit of its creditors or (v) TRS the Seller shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS the Seller shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS the Seller whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS the Seller has not sold to RFC VIIITRS, TRS the Seller agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If f (i) TRS Capital One shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Capital One or all or substantially all of its property, (ii) TRS Capital One shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or Capital One shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS Capital One shall make an assignment for the benefit of its creditors or (v) TRS Capital One shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS Capital One shall immediately cease to sell Principal Receivables to RFC VIII Funding and shall promptly give notice to RFC VIII, the Owner Trustee Funding and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII Funding of additional Principal Receivables, Principal Receivables sold to RFC VIII Funding prior to the occurrence of such Insolvency Event Event, Funds Collateral and Collections in respect of such Principal Receivables, Finance Charge Receivables (whenever created) accrued in respect of such Principal Receivables, and Funds Collateral and Collections in respect of such Finance Charge Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Capital One whether collections or funds collateral relate to a Principal Receivable that was sold to RFC VIII Funding or to a principal receivable that TRS Capital One has not sold to RFC VIIIFunding, TRS Capital One agrees that it shall allocate payments and funds collateral on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS HRAC shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of HRAC in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of HRAC or for or relating to TRS or all or substantially all any substantial part of its the HRAC's property, (ii) TRS or for the winding-up or liquidation of HRAC's affairs and, if instituted against HRAC, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if HRAC shall commence a voluntary case under any Debtor Relief Law, or if HRAC shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or HRAC or any subsidiary of HRAC shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS HRAC shall immediately cease to sell transfer Principal Receivables to RFC VIII the Company and shall promptly give notice to RFC VIIIthe Company, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Company of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Company prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Company available for transfer by RFC VIII the Company to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Seller shall file a petition or commence a Proceeding (A) fail to take advantage of any Debtor Relief Law or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS or all or substantially all of its property, (ii) TRS shall consent or fail to object to the appointment of a bankruptcy trustee or conservator, receiver, liquidator or similar official in any such petition filed bankruptcy proceeding or Proceeding commenced against other insolvency, readjustment of debt, marshalling of assets and liabilities or with respect similar proceedings of or relating to it the Seller or of or relating to all or substantially all of its the Seller's property, or the commencement of an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of the 16 Seller's affairs, or notwithstanding an objection by the Seller any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction action shall have decreed remained undischarged or ordered relief with respect to unstayed for a period of 60 days or upon entry of any order or decree providing for such petition relief; or Proceeding, (iii) TRS shall be unable, or the Seller shall admit in writing its inability, inability to pay its debts generally as they become due, file, or consent or fail to object (ivor object without dismissal of any such filing within 30 days of such filing) TRS shall to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency or reorganization, receivership or conservatorship or similar statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, any such act or occurrence with respect to the Seller being an “"Insolvency Event”"); then TRS , the Seller shall on the day any such Insolvency Event occurs (the "Appointment Date"), immediately cease to sell transfer Principal Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency EventPurchaser. Notwithstanding any cessation of the sale transfer to RFC VIII the Purchaser of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables and Finance Charge Receivables (whenever created) accrued in respect of such Principal Receivables shall continue to be property assets of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountPurchaser.

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any Debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Bank or any subsidiary of the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII the Purchaser and shall promptly give notice to RFC VIII, the Owner Trustee Purchaser and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Purchaser of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Purchaser available for transfer by RFC VIII to the Purchaser the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS FSB shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS FSB or all or substantially all of its property, (ii) TRS FSB shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS FSB shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS FSB shall make an assignment for the benefit of its creditors or (v) TRS FSB shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS FSB shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIIIV, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS FSB whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB has not sold to RFC VIIITRS, TRS FSB agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS ABC shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of ABC in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of ABC or for or relating to TRS or all or substantially all any substantial part of its ABC’s property, or for the winding-up or liquidation of ABC’s affairs and, if instituted against ABC, any such proceeding shall continue undismissed or unstayed and in effect, for a period of sixty (ii60) TRS consecutive days, or any of the actions sought in such proceeding shall occur; or if ABC shall commence a voluntary case under any Debtor Relief Law, or if ABC shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors or (v) TRS a receiver, conservator, or liquidator shall voluntarily suspend payment have been appointed for ABC; or ABC shall have taken any corporate action in furtherance of its obligations any of the foregoing actions (each, an “Insolvency Event”); then TRS ABC shall immediately cease to sell transfer Principal Receivables to RFC VIII ABRC and shall promptly give notice to RFC VIIIABRC, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII ABRC of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII ABRC prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created or accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII ABRC available for transfer by RFC VIII ABRC to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If BACCS immediately must cease to sell Principal Receivables, and the related Finance Charge Receivables and other Purchased Assets, to Funding if (a) BACCS or BANA files a petition or commences a proceeding (i) TRS shall file as a petition or commence a Proceeding (A) to take advantage of debtor under any Debtor Relief Law or (Bii) for the appointment of to have a trustee, conservator, receiver, liquidator, or similar official appointed for it or relating to TRS or for all or substantially all of its property, (iib) TRS shall consent BACCS or fail BANA consents or fails to object to any such a petition filed or Proceeding proceeding commenced against or with respect to it or all or substantially all of its property, or any such a petition or Proceeding shall proceeding commenced against it or its property is not have been dismissed or stayed within sixty (60) days of its filing or commencement60 days, or a court, agency, or other supervisory authority Governmental Authority orders relief in connection with jurisdiction shall have decreed or ordered relief with respect to any such a petition or Proceedingproceeding commenced against it or its property, (iiic) TRS shall be unable, BACCS or shall admit BANA admits in writing its inability, inability to pay its debts generally as they become due, (ivd) TRS shall make BACCS or BANA makes an assignment for the benefit of its creditors creditors, or (ve) TRS shall BACCS or BANA voluntarily suspend suspends payment of its obligations (each, each an “"Insolvency Event”"); then TRS shall immediately cease . Still, Funding or its transferee will continue to sell own all Principal Receivables to RFC VIII and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII of additional Receivables, Receivables that were sold to RFC VIII Funding prior to the occurrence Insolvency Event, all Collections on those Principal Receivables, all Finance Charge Receivables that accrue on those Principal Receivables regardless of such Insolvency Event when they arise, and all Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreementon those Finance Charge Receivables. To the extent that it is If BACCS and Funding cannot clear to TRS determine whether collections relate to a Receivable that was sold to RFC VIII Funding or to a receivable that TRS has not been sold to RFC VIIIFunding, TRS agrees that it shall BACCS and Funding must allocate payments on each the related Account with respect proportionately based on the total amount of Principal Receivables in that Account then owned by Funding or the MTII Trustee and the total amount of principal receivables in that Account then owned by BACCS or BANA. BACCS promptly must give notice of any Insolvency Event to Funding and the principal balance of such Account first to the oldest principal balance of such AccountMTII Trustee.

Purchase Termination. If (ia) TRS HRAC II shall file a petition or commence a Proceeding proceeding (Ai) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency or similar laws or (Bii) for the appointment of a trustee, conservator, receiver, liquidator, liquidator or similar official for or relating to TRS HRAC II or all or substantially all of its property, (iib) TRS HRAC II shall consent or fail to object to any such petition filed or Proceeding proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceedingproceeding, (iiic) TRS shall be unable, or HRAC II shall admit in writing its inability, inability to pay its debts generally as they become due, (ivd) TRS HRAC II shall make an assignment for the benefit of its creditors or creditors, (ve) TRS HRAC II shall voluntarily suspend payment of its obligations obligations, or (eachf) HRAC II shall take any action in furtherance of any of the foregoing (any of the foregoing, an a “Insolvency Dissolution Event”); then TRS shall , HRAC II shall, on the day of such Dissolution Event (the “Appointment Date”), immediately cease to sell additional Principal Receivables to RFC VIII MRI and shall promptly give notice to RFC VIII, the Owner Trustee MRI and the Indenture Trustee Applicable Transferees of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale to RFC VIII MRI of additional Principal Receivables, Principal Receivables sold to RFC VIII MRI prior to the occurrence such Appointment Date, Collections in respect of such Insolvency Event Principal Receivables, Finance Charge and Administrative Receivables whenever created accrued in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge and Administrative Receivables, shall continue to be property of RFC VIII MRI available for transfer by RFC VIII MRI to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountTrust.

Purchase Termination. If (i) TRS shall file the Bank voluntarily goes into liquidation or consents to the appointment of a petition conservator, receiver or commence liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Bank or of or relating to all or substantially all its property, or a Proceeding (A) to take advantage decree or order of any Debtor Relief Law a court or (B) agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshalling of assets and liabilities or similar proceeding, or similar official for the winding-up or relating to TRS or all or substantially all liquidation of its propertyaffairs, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing entered against the Bank; or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or the Bank shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (eachsuch voluntary liquidation, an “Insolvency appointment, entering of such decree, admission, filing, making or suspension, a "Dissolution Event”"); then TRS , the Bank shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case may be (the "Appointment Date"), immediately cease to sell transfer Principal Receivables to RFC VIII Funding and shall promptly give notice to RFC VIII, the Owner Trustee Funding and the Indenture Trustee of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale transfer to RFC VIII Funding of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII Funding prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS ANB shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of ANB in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of ANB or for or relating to TRS or all or substantially all any substantial part of its ANB's property, or for the winding-up or liquidation of ANB's affairs and, if instituted against ANB, any such proceeding shall continue undismissed or unstayed and in effect, for a period of sixty (ii60) TRS consecutive days, or any of the actions sought in such proceeding shall occur; or if ANB shall commence a voluntary case under any Debtor Relief Law, or if ANB shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors or (v) TRS a receiver, conservator, or liquidator shall voluntarily suspend payment have been appointed for ANB; or ANB shall have taken any corporate action in furtherance of its obligations any of the foregoing actions (each, an “Insolvency Event”"INSOLVENCY EVENT"); then TRS ANB shall immediately cease to sell transfer Principal Receivables to RFC VIII ACCS and shall promptly give notice to RFC VIIIACCS, ACCR, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII ACCS of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII ACCS prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII ACCS available for transfer by RFC VIII ACCS to ACCR and by ACCR to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC [END OF ARTICLE VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.]

Purchase Termination. If (ia) TRS HPLAC shall file a petition or commence a Proceeding proceeding (Ai) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency or similar laws or (Bii) for the appointment of a trustee, conservator, receiver, liquidator, liquidator or similar official for or relating to TRS HPLAC or all or substantially all of its property, (iib) TRS HPLAC shall consent or fail to object to any such petition filed or Proceeding proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceedingproceeding, (iiic) TRS shall be unable, or HPLAC shall admit in writing its inability, inability to pay its debts generally as they become due, (ivd) TRS HPLAC shall make an assignment for the benefit of its creditors or creditors, (ve) TRS HPLAC shall voluntarily suspend payment of its obligations obligations, or (eachf) HPLAC shall take any action in furtherance of any of the foregoing (any of the foregoing, an a “Insolvency Dissolution Event”); then TRS shall , HPLAC shall, on the day of such Dissolution Event (the “Appointment Date”), immediately cease to sell additional Principal Receivables to RFC VIII HSBC Funding and shall promptly give notice to RFC VIII, the Owner Trustee HSBC Funding and the Indenture Trustee Applicable Transferees of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale to RFC VIII HSBC Funding of additional Principal Receivables, Principal Receivables sold to RFC VIII HSBC Funding prior to the occurrence such Appointment Date, Collections in respect of such Insolvency Event Principal Receivables, Finance Charge and Administrative Receivables whenever created accrued in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge and Administrative Receivables, shall continue to be property of RFC VIII HSBC Funding available for transfer by RFC VIII HSBC Funding to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountTrust.

Purchase Termination. If (i) TRS shall file [Short Name of Account Owner] voluntarily goes into liquidation or consents to the appointment of a petition conservator, receiver or commence liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to [Short Name of Account Owner] or of or relating to all or substantially all its property, or a Proceeding (A) to take advantage decree or order of any Debtor Relief Law a court or (B) agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshalling of assets and liabilities or similar proceeding, or similar official for the winding- up or relating to TRS or all or substantially all liquidation of its propertyaffairs, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days entered against [Short Name of its filing Account Owner]; or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or [Short Name of Account Owner] shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (eachsuch voluntary liquidation, an “Insolvency appointment, entering of such decree, admission, filing, making or suspension, a "Dissolution Event”"); then TRS , [Short Name of Account Owner] shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case my be (the "Appointment Date"), immediately cease to sell transfer the Principal Receivables to RFC VIII [Short Name of Receivables Purchaser] and shall promptly give notice to RFC VIII, the Owner Trustee [Short Name of Receivables Purchaser] and the Indenture Master Trust Trustee of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale transfer to RFC VIII [Short Name of Receivables Purchaser] of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII prior to [Short Name of Receivables Purchaser] before the occurrence of such Insolvency Dissolution Event and Collections collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII [Short Name of Receivables Purchaser] available for transfer by RFC VIII [Short Name of Receivables Purchaser] to the Master Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (ia) TRS HRAC I shall file a petition or commence a Proceeding proceeding (Ai) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency or similar laws or (Bii) for the appointment of a trustee, conservator, receiver, liquidator, liquidator or similar official for or relating to TRS HRAC I or all or substantially all of its property, (iib) TRS HRAC I shall consent or fail to object to any such petition filed or Proceeding proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding proceeding shall not have been dismissed or stayed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceedingproceeding, (iiic) TRS shall be unable, or HRAC I shall admit in writing its inability, inability to pay its debts generally as they become due, (ivd) TRS HRAC I shall make an assignment for the benefit of its creditors or creditors, (ve) TRS HRAC I shall voluntarily suspend payment of its obligations obligations, or (eachf) HRAC I shall take any action in furtherance of any of the foregoing (any of the foregoing, an a “Insolvency Dissolution Event”); then TRS shall , HRAC I shall, on the day of such Dissolution Event (the “Appointment Date”), immediately cease to sell additional Principal Receivables to RFC VIII HSBC Funding and shall promptly give notice to RFC VIII, the Owner Trustee HSBC Funding and the Indenture Trustee Applicable Transferees of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale to RFC VIII HSBC Funding of additional Principal Receivables, Principal Receivables sold to RFC VIII HSBC Funding prior to the occurrence such Appointment Date, Collections in respect of such Insolvency Event Principal Receivables, Finance Charge and Administrative Receivables whenever created accrued in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge and Administrative Receivables, shall continue to be property of RFC VIII HSBC Funding available for transfer by RFC VIII HSBC Funding to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountTrust.

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Debtors Relief Law law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Seller or any subsidiary of the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII [ ] and shall promptly give notice to RFC VIII, the Owner Trustee [ ] and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII [ ] of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII [ ] prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property properly of RFC VIII [ ] available for transfer by RFC VIII [ ] to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Debtors Relief Law law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Seller or any subsidiary of the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII [ ] and shall promptly give notice to RFC VIII, the Owner Trustee [ ] and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII [ ] of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII [ ] prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property properly of RFC VIII [ ] available for transfer by RFC VIII [ ] to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.RIDER 18A

Purchase Termination. If (i) TRS NMG shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of NMG in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of NMG or for or relating to TRS or all or substantially all any substantial part of its NMG's property, (ii) TRS or for the winding-up or liquidation of NMG's affairs and, if instituted against NMG, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if NMG shall commence a voluntary case under any Debtor Relief Law, or if NMG shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or NMG or any subsidiary of NMG shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS NMG shall immediately cease to sell transfer Principal Receivables to RFC VIII Funding and shall promptly give notice to RFC VIII, the Owner Trustee Funding and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII Funding of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII Funding prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII available for transfer Funding transferable by RFC VIII Funding to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Debtors Relief Law law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Seller or any subsidiary of the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII ACE and shall promptly give notice to RFC VIII, the Owner Trustee ACE and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII ACE of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII ACE prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property properly of RFC VIII ACE available for transfer by RFC VIII ACE to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS ACCS shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of ACCS in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of ACCS or for or relating to TRS or all or substantially all any substantial part of its ACCS's property, or for the winding-up or liquidation of ACCS's affairs and, if instituted against ACCS, any such proceeding shall continue undismissed or unstayed and in effect, for a period of sixty (ii60) TRS consecutive days, or any of the actions sought in such proceeding shall occur; or if ACCS shall commence a voluntary case under any Debtor Relief Law, or if ACCS shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or (v) TRS ACCS shall voluntarily suspend payment have taken any corporate action in furtherance of its obligations any of the foregoing actions (each, an “Insolvency Event”"INSOLVENCY EVENT"); then TRS ACCS shall immediately cease to sell transfer Principal Receivables to RFC VIII ACCR and shall promptly give notice to RFC VIIIACCR, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII ACCR of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII ACCR prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII ACCR available for transfer by RFC VIII ACCR to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC [END OF ARTICLE VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.]

Purchase Termination. If Fleet (iRI) TRS shall file a petition or commence a Proceeding (A) consent to take advantage of any Debtor Relief Law or (B) for the appointment of a trusteeconservator or receiver or liquidator in any insolvency, conservatorreadjustment of debt, receiver, liquidator, marshalling of assets and liabilities or similar official for proceedings of or relating to TRS Fleet (RI) or of or relating to all or substantially all of its property, (ii) TRS shall consent or fail relating to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any such petition insolvency, readjustment of debt, marshalling of assets and liabilities or Proceeding similar proceedings, or for the winding-up or liquidation of its affairs, shall not have been dismissed within sixty entered against Fleet (60RI); or Fleet (RI) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”"INSOLVENCY EVENT"); then TRS Fleet (RI) shall immediately cease to sell Principal Receivables to RFC VIII FCCF and shall promptly give notice to RFC VIII, the Owner Trustee FCCF and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII FCCF of additional Principal Receivables, Principal Receivables sold to RFC VIII FCCF prior to the occurrence of such Insolvency Event Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge Receivables, shall continue to be property of RFC VIII FCCF available for transfer by RFC VIII FCCF to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS Fleet (RI) whether collections relate to a Principal Receivable that was sold to RFC VIII FCCF or to a receivable Principal Receivable that TRS Fleet (RI) has not sold to RFC VIIIFCCF, TRS Fleet (RI) agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS the Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other, similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any Debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or (v) TRS the Seller or any subsidiary of the Seller shall voluntarily suspend payment have taken any corporate action in furtherance of its obligations any of the foregoing actions (each, an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer new Receivables to RFC VIII the Purchaser and shall promptly give notice to RFC VIII, the Owner Trustee Purchaser and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Purchaser of additional new Receivables, any new Receivables sold transferred to RFC VIII the Purchaser prior to the occurrence of such Insolvency Event and Collections collections in respect of such new Receivables whenever created, accrued in respect of such new Receivables, shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountPurchaser.

Purchase Termination. If (i) TRS CompuCredit shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of CompuCredit in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of CompuCredit or for or relating to TRS or all or substantially all any substantial part of its CompuCredit’s property, (ii) TRS or for the winding-up or liquidation of CompuCredit’s affairs and, if instituted against CompuCredit, any such proceeding shall continue undismissed or unstayed and in effect for a period of 60 consecutive days or upon entry of any order or decree providing for such relief, or any of the actions sought in such proceeding shall occur; or if CompuCredit shall commence a voluntary case under any Debtor Relief Law, or if CompuCredit shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS CompuCredit shall make an any general assignment for the benefit of its creditors creditors; or CompuCredit shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “Insolvency Event”); then TRS CompuCredit shall immediately cease to sell transfer Principal Receivables to RFC VIII CFC and shall promptly give notice to RFC VIII, the Owner Trustee and the Indenture Trustee CFC of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII CFC of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII CFC prior to the occurrence of such Insolvency Event Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountCFC.

Purchase Termination. If (i) TRS shall file Universal Bank voluntarily goes into liquidation or consents to the appointment of a petition conservator, receiver or commence liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to Universal Bank or of or relating to all or substantially all its property, or a Proceeding (A) to take advantage decree or order of any Debtor Relief Law a court or (B) agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshalling of assets and liabilities or similar proceeding, or similar official for the winding-up or relating to TRS or all or substantially all liquidation of its propertyaffairs, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing entered against Universal Bank; or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or Universal Bank shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (eachsuch voluntary liquidation, an “Insolvency appointment, entering of such decree, admission, filing, making or suspension, a "Dissolution Event”"); then TRS , Universal Bank shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case my be (the "Appointment Date"), immediately cease to sell transfer the Principal Receivables to RFC VIII Citibank (South Dakota) and shall promptly give notice to RFC VIII, the Owner Trustee Citibank (South Dakota) and the Indenture Master Trust Trustee of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale transfer to RFC VIII Citibank (South Dakota) of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII prior to Citibank (South Dakota) before the occurrence of such Insolvency Dissolution Event and Collections collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII Citibank (South Dakota) available for transfer by RFC VIII Citibank (South Dakota) to the Master Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS shall file any Seller voluntarily goes into liquidation or consents to the appointment of a petition conservator, receiver or commence liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to such Seller or of or relating to all or substantially all its property, or a Proceeding (A) to take advantage decree or order of any Debtor Relief Law a court or (B) agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiverreceiver or liquidator in any insolvency, liquidatorreadjustment of debt, marshaling of assets and liabilities or similar proceeding, or similar official for the winding-up or relating to TRS or all or substantially all liquidation of its propertyaffairs, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing entered against such Seller; or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or Seller shall admit in writing its inability, inability to pay its debts generally as they become due, (iv) TRS shall file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (eachsuch voluntary liquidation, an appointment, entering of such decree, admission, filing, making or suspension, a “Insolvency Dissolution Event”); then TRS , such Seller shall on the day of such appointment, voluntary liquidation, entering of such decree, admission, filing, making or suspension, as the case may be (the “Appointment Date”), immediately cease to sell Receivables transfer new Home Equity Loans or Eligible Substitute Home Equity Loans to RFC VIII the Depositor and shall promptly give notice to RFC VIIIthe Depositor[, the Owner Trustee Trust] and the [Indenture Trustee Trustee][Trustee] of such Insolvency Dissolution Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Depositor of additional ReceivablesHome Equity Loans, Receivables sold Home Equity Loans transferred to RFC VIII the Depositor prior to the occurrence of such Insolvency Dissolution Event and Principal Collections and Interest Collections, insurance proceeds and other monies in respect of such Receivables Home Equity Loans whenever received, shall continue to be property of RFC VIII the Depositor available for transfer by RFC VIII the Depositor to the Trust [Trust][Trustee] pursuant to the Transfer [Sale and Servicing Agreement][Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account].

Purchase Termination. If (i) TRS RNB shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of RNB in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trusteereceiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of RNB or for any substantial part of RNB's property, or for the winding-up or liquidation of RNB's affairs and, if instituted against RNB, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if RNB shall commence a voluntary case under any Debtor Relief Law, or if RNB shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official for of, or relating to TRS or all or substantially all of its propertyfor, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or RNB or any subsidiary of RNB shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS RNB shall immediately cease to sell transfer Principal Receivables to RFC VIII TCC and shall promptly give notice to RFC VIII, the Owner Trustee TCC and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII TCC of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII TCC prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII available for transfer TCC transferable by RFC VIII TCC to TRC pursuant to the TRC Purchase Agreement and by TRC to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of Seller or for or relating to TRS or all or substantially all any substantial part of its Seller’s property, (ii) TRS or for the winding-up or liquidation of Seller’s affairs and, if instituted against Seller, any such proceeding shall continue undismissed or unstayed and in effect for a period of 60 consecutive days or upon entry of any order or decree providing for such relief, or any of the actions sought in such proceeding shall occur; or if Seller shall commence a voluntary case under any Debtor Relief Law, or if Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Seller shall make an any general assignment for the benefit of its creditors creditors; or Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “Insolvency Event”); then TRS Seller shall immediately cease to sell Principal Receivables to RFC VIII Purchaser and shall promptly give notice to RFC VIIIPurchaser, the Owner Trustee Issuer and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII Purchaser of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII Purchaser prior to the occurrence of such Insolvency Event and Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, and the Collections thereon, shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer AgreementPurchaser. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.[END OF ARTICLE VII]

Purchase Termination. If (i) TRS the Seller shall file fail -------------------- generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Seller in an involuntary case under any Debtor Debtors Relief Law law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Seller or for or relating to TRS or all or substantially all any substantial part of its the Seller's property, (ii) TRS or for the winding-up or liquidation of the Seller's affairs and, if instituted against the Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Seller shall commence a voluntary case under any debtor Relief Law, or if the Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Seller or any subsidiary of the Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Seller shall immediately cease to sell transfer ----------------- Principal Receivables to RFC VIII ABSC and shall promptly give notice to RFC VIII, the Owner Trustee ABSC and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII ABSC of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII ABSC prior to the occurrence of such Insolvency Dissolution Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property properly of RFC VIII ABSC available for transfer by RFC VIII ABSC to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS TCC shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of TCC in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of TCC or for or relating to TRS or all or substantially all any substantial part of its TCC's property, (ii) TRS or for the winding-up or liquidation of TCC's affairs and, if instituted against TCC, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if TCC shall commence a voluntary case under any Debtor Relief Law, or if TCC shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or TCC or any subsidiary of TCC shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS TCC shall immediately cease to sell transfer Principal Receivables to RFC VIII TRC and shall promptly give notice to RFC VIII, the Owner Trustee TRC and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII TRC of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII TRC prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII available for transfer TRC transferable by RFC VIII TRC to the Trust pursuant to the Transfer Pooling and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS or all or substantially all of its property, (ii) TRS shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an assignment for the benefit of its creditors or (v) TRS shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”"INSOLVENCY EVENT"); then TRS shall immediately cease to sell Receivables to RFC VIII V and shall promptly give notice to RFC VIIIV, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII V of additional Receivables, Receivables sold to RFC VIII V prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII V available for transfer by RFC VIII V to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII V or to a receivable that TRS has not sold to RFC VIIIV, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.. [END OF ARTICLE VIII]

Purchase Termination. If (i) TRS HRAC shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of HRAC in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of HRAC or for or relating to TRS or all or substantially all any substantial part of its the HRAC's property, (ii) TRS or for the winding-up or liquidation of HRAC's affairs and, if instituted against HRAC, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if HRAC shall commence a voluntary case under any Debtor Relief Law, or if HRAC shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or HRAC or any subsidiary of HRAC shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “Insolvency Event”"INSOLVENCY EVENT"); then TRS HRAC shall immediately cease to sell transfer Principal Receivables to RFC VIII the Company and shall promptly give notice to RFC VIIIthe Company, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Company of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Company prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Company available for transfer by RFC VIII the Company to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS Centurion shall file a petition or commence a Proceeding (A) to take advantage of any Debtor Relief Law bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment of a trustee, conservator, receiver, liquidator, or similar official for or relating to TRS Centurion or all or substantially all of its property, (ii) TRS Centurion shall consent or fail to object to any such petition filed or Proceeding commenced against or with respect to it or all or substantially all of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS Centurion shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS Centurion shall make an assignment for the benefit of its creditors or (v) TRS Centurion shall voluntarily suspend payment of its obligations (each, an “Insolvency Event”); then TRS Centurion shall immediately cease to sell Receivables to RFC VIII TRS and shall promptly give notice to TRS, RFC VIIIV, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to RFC VIII TRS of additional Receivables, Receivables sold to RFC VIII TRS prior to the occurrence of such Insolvency Event and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS Centurion whether collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion has not sold to RFC VIIITRS, TRS Centurion agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.

Purchase Termination. If (i) TRS the Bank shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of the Bank in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of the Bank or for or relating to TRS or all or substantially all any substantial part of its the Bank's property, (ii) TRS or for the winding-up or liquidation of the Bank's affairs and, if instituted against the Bank, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if the Bank shall commence a voluntary case under any Debtor Relief Law, or if the Bank shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or the Bank or any subsidiary of the Bank shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “"Insolvency Event”"); then TRS the Bank shall immediately cease to sell transfer Principal Receivables to RFC VIII HRAC and shall promptly give notice to RFC VIIIHRAC, the Company, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII HRAC of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII HRAC prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII HRAC available for transfer by RFC VIII HRAC to the Trust Company pursuant to the Transfer Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such AccountTransferor RPA.

Purchase Termination. If (i) TRS any Seller shall file fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a petition proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or commence a Proceeding (A) to take advantage order for relief in respect of such Seller in an involuntary case under any Debtor Relief Law Law, or (B) for the appointment of a trustee, conservator, receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Seller or for or relating to TRS or all or substantially all any substantial part of its such Seller's property, (ii) TRS or for the winding-up or liquidation of such Seller's affairs and, if instituted against such Seller, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if such Seller shall commence a voluntary case under any Debtor Relief Law, or if such Seller shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or fail consent to object to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any such petition filed or Proceeding commenced against or with respect to it or all or substantially all substantial part of its property, or any such petition or Proceeding shall not have been dismissed within sixty (60) days of its filing or commencement, or a court, agency, or other supervisory authority with jurisdiction shall have decreed or ordered relief with respect to any such petition or Proceeding, (iii) TRS shall be unable, or shall admit in writing its inability, to pay its debts generally as they become due, (iv) TRS shall make an general assignment for the benefit of its creditors creditors; or such Seller or any subsidiary of such Seller shall have taken any corporate action in furtherance of any of the foregoing actions (v) TRS shall voluntarily suspend payment of its obligations (each, each an “Insolvency Event”"INSOLVENCY EVENT"); then TRS such Seller shall immediately cease to sell transfer Principal Receivables to RFC VIII the Company and shall promptly give notice to RFC VIIIthe Company, the Owner Trustee and the Indenture Trustee of such Insolvency Event. Notwithstanding any cessation of the sale transfer to RFC VIII the Company of additional Principal Receivables, Principal Receivables sold transferred to RFC VIII the Company prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge and Administrative Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of RFC VIII the Company available for transfer by RFC VIII the Company to the Trust pursuant to the Transfer and Servicing Agreement. To the extent that it is not clear to TRS whether collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS has not sold to RFC VIII, TRS agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account.