Common use of Reassignment of Ineligible Receivables Clause in Contracts

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC VIII Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by FSB to TRS to RFC VIII pursuant to this Agreement, TRS FSB shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS FSB shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC VIII Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSFSB, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS FSB to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC VIII Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by Centurion to TRS to RFC VIII pursuant to this Agreement, TRS Centurion shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Centurion shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC VIII Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCenturion, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Centurion to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII IV is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS FSB to RFC VIII IV pursuant to this Agreement, TRS FSB shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS FSB shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII IV on the date on which such Receivables are reassigned to RFC VIII IV pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII IV in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII IV shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSFSB, without recourse, representation or warranty, all the right, title and interest of RFC VIII IV in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII IV as collected in full as of the date on which they were reassigned. RFC VIII IV shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS FSB to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII III is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS Centurion to RFC VIII III pursuant to this Agreement, TRS Centurion shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Centurion shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII III on the date on which such Receivables are reassigned to RFC VIII III pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII III in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII III shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCenturion, without recourse, representation or warranty, all the right, title and interest of RFC VIII III in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII III as collected in full as of the date on which they were reassigned. RFC VIII III shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Centurion to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS the Seller to RFC VIII the Purchaser pursuant to this Agreement, TRS the Seller shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS The Seller shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII the Purchaser on the date on which such Receivables are reassigned to RFC VIII the Purchaser pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII the Purchaser in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII the Purchaser shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassigned. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. If (ai) In the event any representation or warranty under Subsection 4.02(a)(iiof Transferor contained in Section 2.4(a)(ii), (iii), (iv), (viiix), (viii), (ixx) or (xxi) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or the related any Account and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS Indenture Trustee) after the earlier to RFC VIII pursuant occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in Section 2.5(a) with respect to this Agreementany Receivables transferred to Issuer by Transferor, TRS then such Receivable shall accept reassignment be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables on the terms will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Principal Receivables shall be treated by RFC VIII as collected included in full as of determining the date aggregate Principal Receivables in Issuer if, on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS any day prior to effect the conveyance end of such Receivables 60-day or longer period, (x) either (A) in the case of an event described in clause (i), the relevant representation and other property pursuant warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to this Subsectionbecome an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. (a) In the event (i) any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account or (ii) there is a breach of the covenant set forth in Section 5.01(a) hereof and as a result of such untrue or incorrect representation or warranty or such breach RFC VIII the Corporation is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Account Owner to RFC VIII the Corporation pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS the Account Owner shall accept reassignment of the Corporation's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b)) hereof. (b) TRS the Account Owner shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Account Owner to the Corporation from RFC VIII the Corporation on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Corporation, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises (the "Repurchase Price"). Upon reassignment of such Ineligible Receivables, RFC VIII the Corporation shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Account Owner, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Corporation in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Corporation as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Corporation shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Account Owner to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ixvi) or (xvii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII Funding is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS Capital One to RFC VIII Funding pursuant to this Agreement, TRS Capital One shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Capital One shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII Funding on the date on which such Receivables are reassigned to RFC VIII Funding pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII Funding in immediately available funds prior to the fifth (5th) succeeding Business Day, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCapital One, without recourse, representation or warranty, all the right, title and interest of RFC VIII Funding in and to such Receivables, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including including, without limitation, “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII Funding as collected in full as of the date on which they were reassigned. RFC VIII Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Capital One to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII Dryrock Funding is required under Subsection 2.6(a) Section 2.6 of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS the Seller to RFC VIII Dryrock Funding pursuant to this Agreement, TRS the Seller shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Receivables described in Subsection Section 6.01(a) from RFC VIII Dryrock Funding on the date on which such Receivables are reassigned to RFC VIII Dryrock Funding pursuant to Subsection 2.6(a) Section 2.6 of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII Dryrock Funding in immediately available funds an amount equal to the unpaid principal balance of such Receivables. Upon reassignment of such Receivables, RFC VIII Dryrock Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII in Dryrock Funding in, to and to under such Receivables, all Collections, Insurance Proceeds, Interchange and Recoveries on or allocable to such Receivables, all monies due or to become due and with respect to the foregoing, all amounts received or receivable with respect thereto, to all Collections with respect theretoof the foregoing, and all proceeds (including “proceeds” as defined in thereof, and the UCC) thereofSeller shall amend and update the RPA Account Schedule accordingly to reflect that such account is a Deleted Account. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII Dryrock Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Receivables and other property pursuant to this SubsectionSection 6.01.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC VIII Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by the Seller to TRS to RFC VIII pursuant to this Agreement, TRS the Seller shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS The Seller shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC VIII Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) that MRI is not true and correct in any material respect as required to accept a reassignment of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS HRAC II or Metris to RFC VIII MRI pursuant to this Section 2.4(d) of the Pooling and Servicing Agreement, TRS HRAC II shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS HRAC II shall accept reassignment of any Receivables described in Subsection Section 6.01(a) ), and any related Purchased Assets, from RFC VIII MRI on the date on which such Receivables and related Purchased Assets are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer AgreementMRI, and shall pay for such reassigned Receivables and related Purchased Assets by paying to RFC VIII MRI in immediately available funds on the next Purchase Price Payment Date an amount equal to 100% of the unpaid aggregate balance of such Receivablesreassigned Receivables as constitute Principal Receivables and Finance Charge and Administrative Receivables representing fees and charges relating to debt cancellation, debt waiver and other enhancement and insurance programs administered by the Credit Card Originator, plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the prior Monthly Period (the “Repurchase Price”). Upon reassignment of such ReceivablesReceivables and related Purchased Assets, RFC VIII MRI shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to TRSHRAC II, without recourse, representation or warranty, all the right, title and interest of RFC VIII MRI in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due Receivables and all amounts received or receivable with respect thereto, all Collections with respect theretorelated Purchased Assets, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such such reassigned Receivables and related Purchased Assets shall be treated by RFC VIII MRI as collected in full as of the date on which they were reassignedare transferred. RFC VIII MRI shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS HRAC II to effect the conveyance of such Receivables and other property related Purchased Assets pursuant to this SubsectionSection 6.01(b).

Reassignment of Ineligible Receivables. (a) In the event that (i) any representation of the representations and warranties set forth in Section 4.2(b) or warranty under Subsection 4.02(a)(iiin Section 5(c), (iii5(d), (iv), (vii), (viii), (ix5(e) or 5(f) of any Supplemental Conveyance is breached with respect to a Receivable and, as a result of such breach, the Purchaser is required under Section 2.4(d)(i) or 2.4(d)(ii) of the Restated Agreement to accept reassignment of such Receivable or (xii) any of the representations and warranties made by the Seller as Transferor under the Prior Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and and, as a result of such breach RFC VIII breach, the Purchaser is required under Subsection 2.6(a) of the Transfer Restated Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this AgreementReceivable, TRS the Seller shall accept reassignment of such Receivables Receivable on the terms and conditions set forth in Subsection 6.01(bSection 6.1(b). (b) TRS The Seller shall accept reassignment of any Receivables Receivable described in Subsection 6.01(aSection 6.1(a) from RFC VIII on the date on which such Receivables are Receivable is reassigned to RFC VIII pursuant to Subsection 2.6(athe Purchaser under Section 2.4(d)(iii) of the Transfer Restated Agreement, and . The Seller shall pay for such each reassigned Receivables Receivable by paying to RFC VIII the Purchaser, not later than 2:00 P.M. (New York City time) on the reassignment date, in immediately available funds funds, an amount equal to the unpaid principal balance of such ReceivablesReceivable plus accrued and unpaid finance charges on such Receivable at the applicable annual percentage rate from the last date billed through the end of the month in which such payment occurs. Upon the reassignment to the Seller of such Receivablesany Receivable pursuant to Section 6.1(a), RFC VIII shall automatically and the Purchaser shall, without further action sellaction, be deemed to transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Receivables, all Recoveries allocable to such ReceivablesReceivable, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment as are prepared by the Seller and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Receivables and other property Receivable pursuant to this SubsectionSection 6.1(b).

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII [ ] is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Seller to RFC VIII [ ] pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS the Seller shall accept reassignment of [ ]'s interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described previously sold by the Seller to [ ] from [ ] on or prior to the end of the Monthly Period in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, [and shall pay for such reassigned Ineligible Receivables by paying treating such Ineligible Receivables as if they were subject to RFC VIII in immediately available funds an amount equal a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the unpaid balance last date billed through the end of such ReceivablesMonthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.02 (the "Repurchase Price")]. Upon reassignment of such Ineligible Receivables, RFC VIII [ ] shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII [ ] in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII [ ] as collected in full as of the date on which they were reassignedtransferred. RFC VIII [ ] shall execute such documents and instruments of transfer or assignment and take such other actions action as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII IV is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS FSB to RFC VIII IV pursuant to this Agreement, TRS FSB shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS FSB shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII IV on the date on which such Receivables are reassigned to RFC VIII IV pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII IV in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII IV shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSFSB, without recourse, representation or warranty, all the right, title and interest of RFC VIII IV in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII IV as collected in full as of the date on which they were reassigned. RFC VIII IV shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS FSB to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by FSB to TRS to RFC VIII pursuant to this Agreement, TRS FSB shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS FSB shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSFSB, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS FSB to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any -------------------------------------- representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), set forth in Section 2.4(a)(iii) through (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(ahas a materially adverse effect on the Certificateholders' Interest in such Receivable or Account, then, within 30 days (or such longer period as may be agreed to by the Trustee) of the Transfer Agreement earlier to occur of the discovery of any such event by the Transferor or the Servicer, or receipt by the Transferor or the Servicer of written notice of any such event by the Transferor or the Servicer, the Transferor shall accept a reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this AgreementReceivable or, TRS shall accept reassignment in the case of such an untrue representation or warranty with respect to an Account, all Receivables in such Account, on the Determination Date immediately succeeding the day of such discovery or notice on the terms and conditions set forth in Subsection 6.01(bthe next succeeding paragraph; provided, however, that no such reassignment shall be --------- -------- required to be made with respect to such Receivable if, by the end of such 30- day period (or such longer period as may be agreed to by the Trustee). (b) TRS , the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. The Transferor shall accept a reassignment of each such Receivable by directing the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables (reduced by any Receivables described Discount Factor then in Subsection 6.01(aeffect) from RFC VIII the Pool Balance on or prior to the end of the Monthly Period in which such reassignment obligation arises. If, following such deduction, the Transferor Interest would be less than the Minimum Transferor Interest, or the Pool Balance would be less than the Minimum Aggregate principal Receivables (less any amounts in the Excess Funding Account), in either case determined as of the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the date Distribution Date following such Determination Date), then not later than 12:00 noon New York City time on the day on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of reassignment occurs, the Transfer Agreement, and Transferor shall pay for such reassigned Receivables by paying to RFC VIII deposit in the Collection Account in immediately available funds an the amount (the "Transfer Deposit Amount") equal to the unpaid balance greater of (i) the amount by which the Transferor Interest would be less than such Minimum Transferor Interest, or (ii) the amount by which the Pool Balance would be less than the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account (in either case, up to the principal amount of such Receivables, reduced by any Discount Factor then in effect); provided that if the Transfer Deposit Amount is not deposited as required by this sentence, then the amounts to be deducted in respect of such Receivables shall only be deducted from the Pool Balance to the extent that the Transferor Interest is not reduced below the Minimum Transferor Interest and the Pool Balance is not reduced below the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account) and the Receivables, the amounts to be deducted in respect of which have not been so deducted, shall not be reassigned to the Transferor and shall remain part of the Trust. Upon reassignment of any such ReceivablesReceivable, RFC VIII but only after payment by the Transferor of the Transfer Deposit Amount, if any, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set-set over and otherwise convey to TRSthe Transferor, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Trust in and to such ReceivablesReceivable, all Recoveries allocable to such Receivables, Collateral Security and all monies moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII The Trustee shall execute such documents and instruments of transfer or assignment as shall be furnished by the Transferor and shall take such other actions as shall reasonably be requested by TRS the Transferor, to effect the conveyance of such Receivables and other property pursuant to this SubsectionSection. The obligation of the Transferor to accept a reassignment of any such Receivable and to pay any related Transfer Deposit Amount shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders).

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII III is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS Centurion to RFC VIII III pursuant to this Agreement, TRS Centurion shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Centurion shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII III on the date on which such Receivables are reassigned to RFC VIII III pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII III in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII III shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCenturion, without recourse, representation or warranty, all the right, title and interest of RFC VIII III in and to such Receivables, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII III as collected in full as of the date on which they were reassigned. RFC VIII III shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Centurion to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ixvi) or (xvii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII Funding is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS Capital One to RFC VIII Funding pursuant to this Agreement, TRS Capital One shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Capital One shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII Funding on the date on which such Receivables are reassigned to RFC VIII Funding pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII Funding in immediately available funds prior to the fifth (5th) succeeding Business Day, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCapital One, without recourse, representation or warranty, all the right, title and interest of RFC VIII Funding in and to such Receivables, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII Funding as collected in full as of the date on which they were reassigned. RFC VIII Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Capital One to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by Centurion to TRS to RFC VIII pursuant to this Agreement, TRS Centurion shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Centurion shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCenturion, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Centurion to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII HRAC is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Bank to RFC VIII HRAC pursuant to this AgreementSection 6.01(b) of the Receivables Purchase Agreement between HRAC and the Company, TRS the Bank shall accept reassignment of HRAC's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b)) of this Agreement. (b) TRS The Bank shall accept reassignment from HRAC of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by the Bank to HRAC on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds HRAC, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII HRAC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Bank, without recourse, representation or warranty, all the right, title and interest of RFC VIII HRAC in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII HRAC as collected in full as of the date on which they were reassignedtransferred. RFC VIII HRAC shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.requested

Reassignment of Ineligible Receivables. (a) In the event REASSIGNMENT OF RECEIVABLES. If (i) any representation or warranty under Subsection 4.02(a)(iiof Transferor contained in SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or the related any Account and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS Trustee) after the earlier to RFC VIII pursuant occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Trustee, or (ii) it is so provided in SECTION 2.7(a) with respect to this Agreementany Receivables transferred to the Trust by Transferor, TRS then such Receivable shall accept reassignment be designated an "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; PROVIDED that such Receivables on the terms will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Principal Receivables shall be treated by RFC VIII as collected included in full as of determining the date aggregate Principal Receivables in the Trust if, on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS any day prior to effect the conveyance end of such Receivables 60-day or longer period, (x) either (A) in the case of an event described in CLAUSE (i), the relevant representation and other property pursuant warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in CLAUSE (ii), the circumstances causing such Receivable to this Subsectionbecome an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the 19 Company is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by HRAC to the Company pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS HRAC shall accept reassignment of the Company's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS HRAC shall accept reassignment from the Company of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by HRAC to the Company on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Company, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSHRAC, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Company in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Company as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Company shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS HRAC to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII HRF is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by the Bank to HRF pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the Bank shall accept reassignment of HRF's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Bank shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Bank to HRF from RFC VIII HRF on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds HRF, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII HRF shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Bank, without recourse, representation or warranty, all the right, title and interest of RFC VIII HRF in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII HRF as collected in full as of the date on which they were reassignedtransferred. RFC VIII HRF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Bank to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event REASSIGNMENT OF RECEIVABLES. If (i) any representation or warranty under Subsection 4.02(a)(iiof Transferor contained in SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trust by Transferor or the related any Account and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS Trustee) after the earlier to RFC VIII pursuant occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Trustee, or (ii) it is so provided in SECTION 2.7(a) with respect to this Agreementany Receivables transferred to the Trust by Transferor, TRS then such Receivable shall accept reassignment be designated an "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; PROVIDED that such Receivables on the terms will not be deemed to be Ineligible 27 Receivables but will be deemed Eligible Receivables and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Principal Receivables shall be treated by RFC VIII as collected included in full as of determining the date aggregate Principal Receivables in the Trust if, on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS any day prior to effect the conveyance end of such Receivables 60-day or longer period, (x) either (A) in the case of an event described in CLAUSE (i), the relevant representation and other property pursuant warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in CLAUSE (ii), the circumstances causing such Receivable to this Subsectionbecome an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by the Seller to the Purchaser pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the Seller shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Seller to the Purchaser from RFC VIII the Purchaser on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Purchaser, not later than 3:00 p.m., New York City time, on such date, an amount equal to the product of (i) 100% and (ii) the sum of (A) the unpaid principal balance of such ReceivablesIneligible Receivables plus (B) accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event If: (i) any representation or warranty under Subsection 4.02(a)(iicontained in paragraph 2.4(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein made with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(ahas a material adverse effect on the Trust’s interest in any Receivable or the proceeds thereof (which determination shall be made without regard to whether funds are then available to the Trust or any Series Indebtedness Holders pursuant to any Series Enhancement), unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to in writing by the Trust and each Rating Agency) after the earlier to occur of the Transfer Agreement discovery thereof by the Seller or receipt by the Seller of notice thereof given by the Trust or the Servicer (the “Reassignment Notice”); or (ii) the Seller fails to accept reassignment duly observe or perform the covenants and agreements of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreementthe Seller contained in subsection 2.7(a), TRS then the Seller shall accept reassignment of such the Trust’s interest in all Receivables on in the terms and conditions set forth in Subsection 6.01(brelated Account (“Ineligible Receivables”). (b) TRS The purchase price for the Ineligible Receivables reassigned to the Seller shall accept reassignment be the face amount of such Ineligible Receivables which are Principal Receivables (minus the amount of any such Ineligible Receivables described that are Discount Option Receivables or Discount Receivables which remain outstanding) and shall be paid by deducting such amount from the amount payable by the Trust to the Seller in Subsection 6.01(arespect of the Seller Indebtedness. In addition, the Servicer shall deduct the portion of the Ineligible Receivables reassigned to the Seller which are Principal Receivables (minus the amount of any such Ineligible Receivables that are Discount Option Receivables or Discount Receivables which remain outstanding) from RFC VIII the aggregate amount of Principal Receivables used to calculate the Seller’s Allocated Amount and the Seller’s Allocation Percentage and to calculate the Floating Allocation Percentage and the Fixed Allocation Percentage applicable to any Series. In the event that following the exclusion of such Principal Receivables from the calculation of the Seller’s Allocated Amount, the Seller’s Allocated Amount would be less than the Required Seller’s Allocated Amount or following the deduction of such Principal Receivables from the aggregate amount of Principal Receivables, the aggregate amount of Principal Receivables would be less than the Required Principal Balance, then not later than 12:00 noon (Toronto time) on the date on first Allocation Date following the Monthly Period in which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of reassignment obligation arises, the Transfer Agreement, and Seller shall pay for such reassigned Receivables by paying to RFC VIII make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the unpaid balance greater of (A) the amount by which the Seller’s Allocated Amount would be less than the Required Seller’s Allocated Amount, and (B) the amount by which the aggregate amount of Principal Receivables would be less than the Required Principal Balance (up to the amount of such deducted Principal Receivables. ). (c) Upon reassignment the adjustments contemplated in Section 2.5(b) and the making of such Receivablesthe deposits, RFC VIII if any, into the Excess Funding Account, all pursuant to this section 2.5, the Trust shall automatically automatically, and without further action action, sell, transfer, assign, set-set over and otherwise convey to TRSthe Seller or its designee, without recourse, representation or warranty, all the right, title and interest of RFC VIII in the Trust, in, to and to under such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, any Funds Collateral securing such Receivables and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII The Trust shall execute such documents and instruments of transfer or assignment assignment, release, reconveyance or discharge, as the case may be, and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance by the Trust to the Seller of such Ineligible Receivables and other property pursuant to this Subsectionsection 2.5. The obligations of the Seller to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this section 2.5, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust except as provided in section 3.4.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection subsections 4.02(a)(ii), (iii), (iv), (vi), (vii), (viiiix), (ixx) or (xxi) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Seller to RFC VIII the Purchaser pursuant to this Agreementthe provisions of the Transaction Documents, TRS the Seller shall accept reassignment of such Ineligible Receivables previously sold by the Seller to the Purchaser from the Purchaser on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on fourth business day immediately succeeding the date day on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying treating such Ineligible Receivables as if they were subject to RFC VIII in immediately available funds an amount equal a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the unpaid balance last date billed through the end of such ReceivablesMonthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.02. Upon reassignment of such Ineligible Receivables, RFC VIII the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. If (ai) In the event any representation or warranty under Subsection 4.02(a)(iiof Transferor contained in SECTION 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) or any representation or warranty of Transferor (as defined in the Pooling and Servicing Agreement) contained in SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii), ) or (ix) or (xof the Pooling and Servicing Agreement and deemed made under this Agreement pursuant to SECTION 2.4(b) of this Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or the related any Account and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or Issuer's rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS Indenture Trustee) after the earlier to RFC VIII pursuant occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in SECTION 2.5(a) with respect to this Agreementany Receivables transferred to Issuer by Transferor, TRS then such Receivable shall accept reassignment be designated an "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; PROVIDED that such Receivables will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and such Principal Receivables shall be included in determining the aggregate Principal Receivables in Issuer if, on any day prior to the end of such Receivables 60-day or longer period, (x) either (a) in the case of an event described in CLAUSE (i), the relevant representation and warranty shall be true and correct in all material respects as if made on the terms and conditions set forth in Subsection 6.01(b). such day or (b) TRS shall accept reassignment in the case of any Receivables an event described in Subsection 6.01(aCLAUSE (ii), the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) from RFC VIII on Transferor shall have delivered an Officer's Certificate describing the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance nature of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically breach and without further action sell, transfer, assign, set-over the manner in which the relevant representation and otherwise convey to TRS, without recourse, representation or warranty, all the right, title warranty became true and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsectioncorrect.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by FSB to TRS to RFC VIII pursuant to this Agreement, TRS FSB shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS FSB shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSFSB, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS FSB to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. If (ai) In the event any representation or warranty under Subsection 4.02(a)(iiof Transferor contained in SECTION 2.4(a)(ii), (iii), (iv), (ix), (x) or (xi) or any representation or warranty of Transferor (as defined in the Pooling and Servicing Agreement) contained in SECTION 2.4(a)(ii), (iii), (iv), (vii), (viii), ) or (ix) or (xof the Pooling and Servicing Agreement and deemed made under this Agreement pursuant to SECTION 2.4(b) of this Agreement is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or the related any Account and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or Issuer's rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS Indenture Trustee) after the earlier to RFC VIII pursuant occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee, or (ii) it is so provided in SECTION 2.5(a) with respect to this Agreementany Receivables transferred to Issuer by Transferor, TRS then such Receivable shall accept reassignment be designated an "INELIGIBLE RECEIVABLE" and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; PROVIDED that such Receivables on the terms will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Principal Receivables shall be treated by RFC VIII as collected included in full as of determining the date aggregate Principal Receivables in Issuer if, on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS any day prior to effect the conveyance end of such Receivables 60-day or longer period, (x) either (A) in the case of an event described in CLAUSE (i), the relevant representation and other property pursuant warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in CLAUSE (ii), the circumstances causing such Receivable to this Subsectionbecome an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(iiSection 4.2(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the any related Account and as a result of such breach RFC VIII thereof Funding is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS BG to RFC VIII Funding pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS BG shall accept reassignment of Funding's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection 6.01(bSection 6.1(b). (b) TRS BG shall accept the reassignment from Funding of any Ineligible Receivables described previously sold by BG to Funding on or prior to the end of the Monthly Period in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying treating such Ineligible Receivables as if they were subject to RFC VIII in immediately available funds an amount equal a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the unpaid balance last date billed through the end of such ReceivablesMonthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.2 (the "Repurchase Price"). Upon any such reassignment of such Ineligible Receivables, RFC VIII Funding shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSBG, without recourse, representation or warranty, all the right, title and interest of RFC VIII Funding in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII Funding as collected in full as of the date on which they were reassignedtransferred. RFC VIII Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS BG to effect the conveyance reassignment to BG of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(iiSection 4.2(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the any related Account and as a result of such breach RFC VIII thereof Funding is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS NMG to RFC VIII Funding pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS NMG shall accept reassignment of Funding's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection 6.01(bSection 6.1(b). (b) TRS NMG shall accept the reassignment from Funding of any Ineligible Receivables described previously sold by NMG to Funding on or prior to the end of the Monthly Period in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying treating such Ineligible Receivables as if they were subject to RFC VIII in immediately available funds an amount equal a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the unpaid balance last date billed through the end of such ReceivablesMonthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.2 (the "Repurchase Price"). Upon any such reassignment of such Ineligible Receivables, RFC VIII Funding shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSNMG, without recourse, representation or warranty, all the right, title and interest of RFC VIII Funding in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII Funding as collected in full as of the date on which they were reassignedtransferred. RFC VIII Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS NMG to effect the conveyance reassignment to NMG of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (ai) Reassignment of Receivables. In the event (i) any representation or --------------------------- warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ixcontained in Section 2.4(b) or (xSection 2.6(c) is not true and correct -------------- -------------- in any material respect as of the date specified therein with respect to any Receivable or the related Account unless cured within sixty (60) days (or such longer period, not in excess of 120 days, as may be agreed to by the Indenture Trustee and as a result of such breach RFC VIII is required under Subsection 2.6(athe Servicer) after the earlier to occur of the Transfer Agreement to accept reassignment of discovery thereof by the Seller which conveyed such Receivables previously sold to the Issuer or receipt by TRS such Seller of written notice thereof given by the Owner Trustee, the Indenture Trustee or the Servicer, or (ii) it is so provided in Section 2.5(a) or -------------- 2.6(c)(vii) with respect to RFC VIII pursuant any Receivables conveyed to this Agreementthe Issuer by such ----------- Seller, TRS then such Seller shall accept reassignment of such all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth ---------------------- in Subsection 6.01(b). paragraph (bii) TRS shall accept reassignment below. Notwithstanding anything contained in this Section ------- 2.4(d) to the contrary, in the event of breach of any Receivables described representation and ------ warranty set forth in Subsection 6.01(aSection 2.4(b), with respect to (x) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) each Receivable -------------- existing as of the Transfer AgreementClosing Date or an Addition Date, as applicable, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal (y) each new Receivable thereafter arising, having been conveyed to the unpaid balance Trust free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects, with all Requirements of Law applicable to Seller, immediately upon the earlier to occur of the discovery of such Receivables. Upon reassignment breach by Seller or receipt by Seller of written notice of such Receivablesbreach given by the Owner Trustee or the Servicer, RFC VIII Seller shall automatically repurchase and without further action sell, transfer, assign, set-over and otherwise convey to TRSthe Owner Trustee shall convey, without recourse, representation or warranty, all of the Owner Trustee's right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsectioneach Ineligible Receivable.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII ACCR is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by ACCS to ACCR pursuant to subsection 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS ACCS shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection subsection 6.01(b). (b) TRS ACCS shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by ACCS to ACCR from RFC VIII ACCR on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds ACCR, not later than 3:00 p.m., New York City time, on such date, an amount equal to the product of (i) 95% and (ii) the sum of (A) the unpaid principal balance of such ReceivablesIneligible Receivables plus (B) accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII ACCR shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSACCS, without recourse, representation or warranty, all the right, title and interest of RFC VIII ACCR in and to such Ineligible Receivables, all Interchange and Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII ACCR as collected in full as of the date on which they were reassignedtransferred. RFC VIII ACCR shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS ACCS to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII V is required under Subsection 2.6(a) of the Transfer and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII V pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII V on the date on which such Receivables are reassigned to RFC VIII V pursuant to Subsection 2.6(a) of the Transfer and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII V in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII V shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII V in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII V as collected in full as of the date on which they were reassigned. RFC VIII V shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. In the event any Account is (a) In (i) within six (6) months of the event Closing Date, determined to be an Account that was an Excluded Account as of the Cut-Off Time, or (ii) within eight (8) months of the Closing Date, determined to be an Account that was an Excluded Account as of the Cut-Off Time pursuant to clause (l) of the definition of Excluded Account or (b) within 90 days of transfer to the Issuer, determined to be an Account for which any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xsubsection 2.04(a)(iv)–(vi) is not true and correct on the date of transfer of the related Receivable arising therein in any material respect as of the date specified therein with respect to for any related Receivable or the related Account and as a result of any action or failure to act by the Transferor to the extent such breach RFC VIII is required under Subsection 2.6(a) failure to be so true and correct results in such Receivable not being an Eligible Receivable (in each case, a “Covered Account”), then after a Responsible Officer of the Transfer Agreement Indenture Trustee receives written notice that a Receivable has been deemed to be an Ineligible Receivable, the Indenture Trustee by notice then given to the Transferor and the Servicer, shall direct the Transferor to accept a reassignment of such Receivables previously sold by TRS Ineligible Receivable and the Transferor shall be obligated to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivablesreassignment. Upon reassignment of such Receivablesany Ineligible Receivable pursuant to a Receivables Purchase Agreement, RFC VIII if applicable, and payment to the Issuer of the amount required to be paid to it, the Issuer shall automatically and without further action sell, transfer, assign, set-set over and otherwise convey to TRSthe party repurchasing such Ineligible Receivable, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Issuer in and to such ReceivablesIneligible Receivable, all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect theretodue, all Collections with respect theretorelated Transferred Assets, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such thereof and such reassigned Receivables Ineligible Receivable shall be treated by RFC VIII the Issuer as collected in full as of the date on which they were reassignedit was transferred. RFC VIII The Issuer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by TRS the party repurchasing such Ineligible Receivable to effect the conveyance of such Ineligible Receivable. Notwithstanding anything herein contained to the contrary, with respect to any Ineligible Receivable, the Issuer shall only be entitled to the amount, if any, payable under the applicable Receivables and other property pursuant Purchase Agreement with respect to this Subsectionany breach of a representation, warranty, covenant or agreement thereunder.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII ABSC is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Seller to RFC VIII ABSC pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS the Seller shall accept reassignment of ABSC's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described previously sold by the Seller to ABSC from ABSC on or prior to the end of the Monthly Period in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, [and shall pay for such reassigned Ineligible Receivables by paying treating such Ineligible Receivables as if they were subject to RFC VIII in immediately available funds an amount equal a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the unpaid balance last date billed through the end of such ReceivablesMonthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.02 (the "Repurchase Price")]. Upon reassignment of such Ineligible Receivables, RFC VIII ABSC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII ABSC in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII ABSC as collected in full as of the date on which they were reassignedtransferred. RFC VIII ABSC shall execute such documents and instruments of transfer or assignment and take such other actions action as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by the Seller to the Purchaser pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the Seller shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Seller to the Purchaser from RFC VIII the Purchaser on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Purchaser, not later than 3:00 p.m., New York City time, on such date, an amount equal to the product of (i) 100% and (ii) the sum of (A) the unpaid balance of such ReceivablesIneligible Receivables plus (B) accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII HRAC is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Bank to RFC VIII HRAC pursuant to this AgreementSection 6.01(b) of the Receivables Purchase Agreement between HRAC and the Company, TRS the Bank shall accept reassignment of HRAC's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b)) of this Agreement. (b) TRS The Bank shall accept reassignment from HRAC of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by the Bank to HRAC on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment 19 obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds HRAC, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII HRAC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Bank, without recourse, representation or warranty, all the right, title and interest of RFC VIII HRAC in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII HRAC as collected in full as of the date on which they were reassignedtransferred. RFC VIII HRAC shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Bank to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. If (ai) In the event any representation or warranty under Subsection 4.02(a)(iiof Transferor contained in Section 2.4(a)(ii), (iii), (iv), (viiix), (viii), (ixx) or (xxi) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to Issuer by Transferor or the related any Account and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or Issuer’s rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to Issuer free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS Indenture Trustee (at the direction of the Majority Holders)) after the earlier to RFC VIII pursuant occur of the discovery thereof by Transferor or receipt by Transferor or a designee of Transferor of notice thereof given by Indenture Trustee (at the direction of the Majority Holders), or (ii) it is so provided in Section 2.5(a) with respect to this Agreementany Receivables transferred to Issuer by Transferor, TRS then such Receivable shall accept reassignment be designated an “Ineligible Receivable” and shall be assigned a principal balance of zero for the purpose of determining the aggregate amount of Principal Receivables on any day; provided that such Receivables on the terms will not be deemed to be Ineligible Receivables but will be deemed Eligible Receivables and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Principal Receivables shall be treated by RFC VIII as collected included in full as of determining the date aggregate Principal Receivables in Issuer if, on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS any day prior to effect the conveyance end of such Receivables 60-day or longer period, (x) either (A) in the case of an event described in clause (i), the relevant representation and other property pursuant warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii), the circumstances causing such Receivable to this Subsectionbecome an Ineligible Receivable shall no longer exist and (y) Transferor shall have delivered an Officer’s Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct.

Reassignment of Ineligible Receivables. (a) Reassignment of Receivables. In the event that: --------------------------- (i) any representation or warranty under Subsection 4.02(a)(iicontained in Section 2.04(a)(ii), (iii), (iv), [(viivi)](vii), (viii), [(ix) or (x) )] is not true and correct in any material respect as of the date specified therein (individually or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders' Interest of all Series in any Receivables transferred to the Trust (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for 60 days (or for such longer period, not in excess of 150 days, as may be reasonably necessary to remedy such breach; provided that such breach is capable of remedy within 150 days or less and the Depositor delivers an Officer's Certificate to the Trustee to the effect that the Depositor has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such breach) after the earlier to occur of the discovery thereof by the Depositor or receipt by the Depositor of written notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any Receivable or Receivables, then the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS Depositor shall accept reassignment of such all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth in Subsection 6.01(b). paragraph (b) TRS shall accept reassignment below[; provided, however, that such Receivables -------- ------- will not be deemed to be Ineligible Receivables and will not be reassigned to the Depositor if, on any day prior to the end of any Receivables such 60-day or longer period, (x) either (A) in the case of an event described in Subsection 6.01(aclause (i) from RFC VIII above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the date on which case of an event described in clause (ii) above the circumstances causing such Receivables are reassigned Receivable to RFC VIII pursuant become an Ineligible Receivable shall no longer exist and (y) the Depositor shall have delivered to Subsection 2.6(a) the Trustee an Officer's Certificate of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to Depositor describing the unpaid balance nature of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically breach and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII manner in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined which in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents relevant representation and instruments of transfer or assignment warranty became true and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsectioncorrect].

Reassignment of Ineligible Receivables. (a) In the event (i) any representation or warranty under Subsection contained in subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII FCCF is required under Subsection 2.6(a2.05(a) of the Transfer Agreement Pooling and Servicing to accept reassignment of such Receivables previously sold by TRS Fleet (RI) to RFC VIII FCCF pursuant to this AgreementAgreement or (ii) it is so provided in subsection 5.01(a), TRS Fleet (RI) shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). Receivables which are to be reassigned to Fleet (RI) under this subsection 6.01(a) are "Ineligible Receivables." (b) TRS Fleet (RI) shall accept reassignment of any Receivables described in Subsection subsection 6.01(a) from RFC VIII FCCF on the date on which such Receivables are reassigned to RFC VIII FCCF pursuant to Subsection 2.6(asubsection 2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds FCCF, or if so directed by FCCF, to the Trustee for deposit as directed by FCCF into the accounts created under the Pooling and Servicing Agreement, and such payment shall be made by Fleet (RI), not later than 3:00 p.m., New York City time, on such date, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII FCCF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSFleet (RI), without recourse, representation or warranty, all the right, title and interest of RFC VIII FCCF in and to such Receivables, all Recoveries with respect to such Receivables, all Allocated Interchange allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCC) thereof. Such reassigned Ineligible Receivables shall be treated by RFC VIII FCCF as collected in full as of the date on which they were reassigned. RFC VIII FCCF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Fleet (RI) to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) Reassignment of Receivables. In the event (i) any representation --------------------------- or warranty under Subsection 4.02(a)(iiof a Seller contained in Section 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein (individually or together with any other breach or breaches then existing) and such breach has a material adverse effect on the Certificateholders' Interest of all Series in any Receivables transferred to the Trust (which determination shall be made without regard to the availability of funds under any Series Enhancement) and remains uncured for sixty (60) days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by the Seller that transferred such Receivables to the Trust or receipt by such Seller of notice thereof given by the Trustee, or (ii) it is so provided in Section 2.07(a) with respect to any Receivable or Receivables transferred to the related Account and as a result of Trust by such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of Seller, then such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS Seller shall accept reassignment of such all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth in Subsection 6.01(b). paragraph ------------------------ (b) TRS shall accept reassignment below; provided, however, that such Receivables will not be deemed to be --------- ------- Ineligible Receivables and will not be reassigned to such Seller if, on any day prior to the end of any Receivables such 60-day or longer period, (x) either (A) in the case of an event described in Subsection 6.01(aclause (i) from RFC VIII above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the date on which case of an event described in clause (ii) above the circumstances causing such Receivables are reassigned Receivable to RFC VIII pursuant become an Ineligible Receivable shall no longer exist and (y) such Seller shall have delivered to Subsection 2.6(a) the Trustee an Officer's Certificate of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to Seller describing the unpaid balance nature of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically breach and without further action sell, transfer, assign, set-over the manner in which the relevant representation and otherwise convey to TRS, without recourse, representation or warranty, all the right, title warranty became true and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsectioncorrect.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or (other than in the related Account event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible Receivable) and as a result of such breach RFC VIII the Company is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS HRAC to RFC VIII the Company pursuant to this Sections 2.4(d) (ii) and (iii) of the Master Pooling and Servicing Agreement, TRS HRAC shall accept reassignment of the Company’s interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). In the event that a Receivable is not an Eligible Receivable as a result of the failure to satisfy the conditions set forth in clause (iii) of the definition of Eligible Receivable and as a result the Company is required to accept assignment of Ineligible Receivables pursuant to Sections 2.4(d)(i) and (iii) of the Master Pooling and Servicing Agreement, HRAC shall accept reassignment of the Company’s interest in such Ineligible Receivables on the terms and conditions set forth in Section 6.01(b). (b) TRS HRAC shall accept reassignment from the Company of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by HRAC to the Company on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Company, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid Finance Charges. Upon reassignment of such Ineligible Receivables, RFC VIII the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSHRAC, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Company in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Company as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Company shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS HRAC to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Designated Account and as a result of such breach RFC VIII ABRC is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by ABRC to the Trust pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS ABC shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection subsection 6.01(b). (b) TRS ABC shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by ABC to ABRC from RFC VIII ABRC on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of reassignment obligation arises under the Transfer and Servicing Agreement, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds ABRC, not later than 1:00 p.m., New York City time, on such date, an amount equal to the unpaid balance amount specified in Section 2.05(b) of such Receivablesthe Transfer and Servicing Agreement. Upon reassignment of such Ineligible Receivables, RFC VIII ABRC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSABC, without recourse, representation or warranty, all the right, title and interest of RFC VIII ABRC in and to such Ineligible Receivables, all Interchange and Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII ABRC as collected in full as of the date on which they were reassignedtransferred. RFC VIII The obligation of ABC to accept reassignment of any Ineligible Receivables conveyed by ABC to ABRC, and to make the payments, if any, required to be made to ABRC as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to ABRC, the Trust, the Noteholders (or the Owner Trustee or Indenture Trustee on behalf of the Noteholders) or any Series Enhancer. ABRC shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS ABC to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein that with respect to a Originator Receivable any Receivable or the related Account and Seller Specified Representation is breached and, as a result of such breach RFC VIII is breach, a Seller Requisite Effect occurs, then within the Required Time, the related Seller shall repurchase such affected Originator Receivable and pay to Purchaser an amount in cash equal to the Purchase Price, adjusted for any Collections received, paid for any such Ineligible Receivable by Purchaser to such related Seller; provided, however, that no such payment shall be required under Subsection 2.6(a) to be made after the expiration of the Transfer Agreement periods specified herein if, on any day within such applicable period, such representations and warranties with respect to accept reassignment such affected Originator Receivable shall then be true and correct in all respects as if such affected Originator Receivable has been created on such day. The obligation of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions each Seller set forth in Subsection 6.01(bthis Section shall constitute the sole remedy respecting any breach of the Seller Specified Representations available to Purchaser. Notwithstanding the above, any breach of subsection 4.2(b)(iii) or 4.2(b)(ix). (b) TRS , upon expiration of 30 days from the breach, the Seller shall accept reassignment repurchase the unfunded portion of any Receivables described in Subsection 6.01(a) from RFC VIII on such affected Originator Receivable and make a payment to the date on which such Receivables are reassigned to RFC VIII Purchaser pursuant to Subsection 2.6(a) of Section 6.1 above; provided, however, that no such removal and payment shall be required to be made after the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance expiration of such Receivables. Upon reassignment of 30 day period if, on any day within such Receivablesapplicable period, RFC VIII shall automatically such representations and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and warranties with respect to such Receivables, Originator Receivable shall then be true and correct in all Recoveries allocable to material respects as if such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date Originator Receivable had been created on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsectionday.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(iiSection 4.2(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Seller to RFC VIII the Purchaser pursuant to this Section 2.5(a) of the Pooling and Servicing Agreement, TRS the Seller shall accept reassignment of the Purchaser's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection 6.01(bSection 6.1(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Seller to the Purchaser from RFC VIII the Purchaser on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Purchaser not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Transferred Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by either Seller to the Purchaser pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the applicable Seller shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS Each Seller shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by such Seller to the Purchaser from RFC VIII the Purchaser on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Purchaser, not later than 12:00 p.m. (Noon), New York City time, on such date, an amount equal to the product of (i) 100% and (ii) the sum of (A) the unpaid principal balance of such ReceivablesIneligible Receivables plus (B) accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe applicable Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in thereof, free and clear of all Liens created by or through the UCC) thereof. Such Purchaser; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the applicable Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Transferred Receivable or the related Account and as a result of such breach RFC VIII the Purchaser is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by the Seller to the Purchaser pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the Seller shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Seller to the Purchaser from RFC VIII the Purchaser on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Purchaser, not later than 3:00 p.m., New York City time, on such date, an amount equal to the product of (i) 100% and (ii) the sum of (A) the unpaid principal balance of such ReceivablesIneligible Receivables plus (B) accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Purchaser in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Purchaser as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viiv), (viii), (ixvi) or (xvii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII HRAC is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS HRSIFI to RFC VIII HRAC pursuant to this AgreementSection 6.01(b) of the Receivables Purchase Agreement between HRAC and the Company, TRS the Bank shall accept reassignment of HRAC's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b)) of this Agreement. (b) TRS The Bank shall accept reassignment from HRAC of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by HRSIFI to HRAC on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds HRAC, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII HRAC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Bank, without recourse, representation or warranty, all the right, title and interest of RFC VIII HRAC in and to such Ineligible Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.Recoveries

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII HRF is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by the Bank to HRF pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the Bank shall accept reassignment of HRF's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Bank shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Bank to HRF from RFC VIII HRF on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds HRF, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII HRF shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Bank, without recourse, representation or warranty, all the right, title and interest of RFC VIII HRF in and to such Ineligible Receivables, all Interchange and Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII HRF as collected in full as of the date on which they were reassignedtransferred. RFC VIII HRF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Bank to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII TRS is required under Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement to accept reassignment of such Receivables previously sold by Centurion to TRS to RFC VIII pursuant to this Agreement, TRS Centurion shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Centurion shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII TRS on the date on which such Receivables are reassigned to RFC VIII TRS pursuant to Subsection 2.6(a6.01(a) of the Transfer TRS-RFC V Receivables Purchase Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII TRS in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII TRS shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCenturion, without recourse, representation or warranty, all the right, title and interest of RFC VIII TRS in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII TRS as collected in full as of the date on which they were reassigned. RFC VIII TRS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Centurion to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Company is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by HRAC to the Company pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS HRAC shall accept reassignment of the Company's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS HRAC shall accept reassignment from the Company of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by HRAC to the Company on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Company, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSHRAC, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Company in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Company as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Company shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS HRAC to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (ai) Reassignment of Receivables. In the event any representation or --------------------------- warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (xcontained in Section 2.4(b) is not true and correct in any material -------------- respect as of the date specified therein with respect to any Receivable or the related Account and unless cured within sixty (60) days (or such longer period, not in excess of 120 days, as a result may be agreed to by the Indenture Trustee) after the earliest to occur of such breach RFC VIII the discovery thereof by Seller or receipt by Seller of written notice thereof given by the Owner Trustee, the Indenture Trustee or the Servicer, or the date on which the RPA Seller is required to make any corresponding purchase under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Purchase Agreement, TRS then Seller shall accept reassignment of such all Receivables in the related Account ("Ineligible ---------- Receivables") on the terms and conditions set forth in Subsection 6.01(b). paragraph (bii) TRS shall accept reassignment below. ----------- Notwithstanding anything contained in this Section 2.4(d) to the contrary, in -------------- the event of breach of any Receivables described representation and warranty set forth in Subsection 6.01(aSection ------- 2.4(b) from RFC VIII on with respect to any Receivable having been conveyed to Seller or the date on which such Receivables are reassigned ------ Issuer free and clear of any Lien of any Person claiming through or under Seller and its Affiliates and in compliance in all material respects with all Requirements of Law applicable to RFC VIII pursuant RPA Seller or Seller, immediately upon the earlier to Subsection 2.6(a) occur of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance discovery of such Receivables. Upon reassignment breach by Seller or receipt by Seller of written notice of such Receivablesbreach given by the Owner Trustee, RFC VIII the Indenture Trustee or the Servicer, Seller shall automatically repurchase and without further action sell, transfer, assign, set-over and otherwise convey to TRSthe Owner Trustee shall convey, without recourse, representation or warranty, all of the Owner Trustee's right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretoeach Ineligible Receivable, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables Servicer shall be treated by RFC VIII as collected in full as of promptly notify the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance Rating Agencies of such Receivables and other property pursuant to this Subsectionevent.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII ACCS is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS ANB to RFC VIII ACCS pursuant to this Section 6.01 of the ACCS Purchase Agreement, TRS ANB shall accept reassignment of such Ineligible Receivables on the terms and conditions set forth in Subsection subsection 6.01(b). (b) TRS ANB shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by ANB to ACCS from RFC VIII ACCS on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds ACCS, not later than 3:00 p.m., New York City time, on such date, an amount equal to the product of (i) 95% and (ii) the sum of (A) the unpaid principal balance of such ReceivablesIneligible Receivables plus (B) accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII ACCS shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSANB, without recourse, representation or warranty, all the right, title and interest of RFC VIII ACCS in and to such Ineligible Receivables, all Interchange and Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII ACCS as collected in full as of the date on which they were reassignedtransferred. RFC VIII ACCS shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS ANB to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII ACE is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Seller to RFC VIII ACE pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS the Seller shall accept reassignment of ACE's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS The Seller shall accept reassignment of any Ineligible Receivables described previously sold by the Seller to ACE from ACE on or prior to the end of the Monthly Period in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, [and shall pay for such reassigned Ineligible Receivables by paying treating such Ineligible Receivables as if they were subject to RFC VIII in immediately available funds an amount equal a reversal of the entire unpaid principal balance thereof plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the unpaid balance last date billed through the end of such ReceivablesMonthly Period and by adjusting the purchase price of future Receivables purchased as provided in Section 3.02 (the "Repurchase Price")]. Upon reassignment of such Ineligible Receivables, RFC VIII ACE shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII ACE in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII ACE as collected in full as of the date on which they were reassignedtransferred. RFC VIII ACE shall execute such documents and instruments of transfer or assignment and take such other actions action as shall reasonably be requested by TRS the Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event (i) any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account or (ii) there is a breach of the covenant set forth in Section 5.01(a) hereof and as a result of such untrue or incorrect representation or warranty or such breach RFC VIII the Corporation is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS the Account Owner to RFC VIII the Corporation pursuant to this Section 2.05(a) of the Pooling and Servicing Agreement, TRS the Account Owner shall accept reassignment of the Corporation's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b). (b) TRS the Account Owner shall accept reassignment of any Ineligible Receivables described in Subsection 6.01(a) previously sold by the Account Owner to the Corporation from RFC VIII the Corporation on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Corporation, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Monthly Period in which such reassignment obligation arises (the "Repurchase Price"). Upon reassignment of such Ineligible Receivables, RFC VIII the Corporation shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Account Owner, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Corporation in and to such Receivables, all Recoveries allocable to such Ineligible Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Corporation as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Corporation shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Account Owner to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) Reassignment of Receivables. In the event (i) any 28 37 representation or warranty under Subsection 4.02(a)(iicontained in subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein in the applicable subsection with respect to any Receivable Account or the related Account Receivables transferred to the Trust by such Transferor and as a result of such breach RFC VIII is required any Receivables in the related Account become Defaulted Receivables or the Trust's rights in, to or under Subsection 2.6(a) of such Receivables or the Transfer Agreement to accept reassignment proceeds of such Receivables previously sold are impaired or such proceeds are not available for any reason to the Trust free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by TRS the Trustee) after the earlier to RFC VIII pursuant occur of the discovery thereof by such Transferor or receipt by such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in subsection 2.07(a) with respect to this Agreementany Receivables transferred to the Trust by such Transferor, TRS then such Transferor shall accept reassignment of such all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth in Subsection 6.01(b). paragraph (b) TRS below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (a) in the case of an event described in clause (i) above the relevant representation and warranty shall accept reassignment be true and correct in all material respects as if made on such day or (b) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered to the Trustee an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. The Transferor will notify the Rating Agencies of any Receivables described in Subsection 6.01(a) from RFC VIII on such breach that is not cured within the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsectiontime periods specified above.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (viiv), (viii), (ixvi) or (xvii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII HRAC is 11 15 required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Ineligible Receivables previously sold by TRS HRSIFI to RFC VIII HRAC pursuant to this AgreementSection 6.01(b) of the Receivables Purchase Agreement between HRAC and the Company, TRS the Bank shall accept reassignment of HRAC's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b)) of this Agreement. (b) TRS The Bank shall accept reassignment from HRAC of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by HRSIFI to HRAC on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds HRAC, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII HRAC shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSthe Bank, without recourse, representation or warranty, all the right, title and interest of RFC VIII HRAC in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII HRAC as collected in full as of the date on which they were reassignedtransferred. RFC VIII HRAC shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS the Bank to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Depositor is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS TD to RFC VIII the Depositor pursuant to this Agreement, TRS TD shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS TD shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII the Depositor on the date on which such Receivables are reassigned to RFC VIII the Depositor pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII the Depositor in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII the Depositor shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSTD, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Depositor in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCCPPSA) thereof. Such reassigned Receivables shall be treated by RFC VIII the Depositor as collected in full as of the date on which they were reassigned. RFC VIII The Depositor shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS TD to effect the conveyance of such Receivables and other property pursuant to this Subsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection Section 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii), (ix) or (xix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII the Company is required under Subsection 2.6(ato accept reassignment of Ineligible Receivables previously sold by a Seller to the Company pursuant to Section 2.05(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this and Servicing Agreement, TRS the applicable Seller shall accept reassignment of the Company's interest in such Ineligible Receivables on the terms and conditions set forth in Subsection Section 6.01(b)) of this Agreement. (b) TRS Each Seller shall accept reassignment from the Company of any Ineligible Receivables described in Subsection 6.01(a) from RFC VIII previously sold by such Seller to the Company on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreementreassignment obligation arises, and shall pay for such reassigned Ineligible Receivables by paying to RFC VIII in immediately available funds the Company, not later than 3:00 p.m., New York City time on such date, an amount equal to the unpaid principal balance of such ReceivablesIneligible Receivables plus accrued and unpaid finance charges at the annual percentage rate applicable to such Receivables from the last date billed through the end of the Due Period in which such reassignment obligation arises. Upon reassignment of such Ineligible Receivables, RFC VIII the Company shall automatically and without further action be deemed to sell, transfer, assign, set-over and otherwise convey to TRSsuch Seller, without recourse, representation or warranty, all the right, title and interest of RFC VIII the Company in and to such Ineligible Receivables, all Recoveries allocable to such Receivablesrelated thereto, all monies and amounts due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof. Such ; and such reassigned Ineligible Receivables shall be treated by RFC VIII the Company as collected in full as of the date on which they were reassignedtransferred. RFC VIII The Company shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS such Seller to effect the conveyance of such Ineligible Receivables and other property pursuant to this Subsectionsubsection.

Reassignment of Ineligible Receivables. (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (viivi), (viii), (ixvii) or (xviii) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII Funding is required under Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement to accept reassignment of such Receivables previously sold by TRS Capital One to RFC VIII Funding pursuant to this Agreement, TRS Capital One shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS Capital One shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII Funding on the date on which such Receivables are reassigned to RFC VIII Funding pursuant to Subsection 2.6(a2.05(a) of the Transfer Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII Funding in immediately available funds prior to the fifth (5th) succeeding Business Day, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII Funding shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRSCapital One, without recourse, representation or warranty, all the right, title and interest of RFC VIII Funding in and to such Receivables, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including including, without limitation, “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII Funding as collected in full as of the date on which they were reassigned. RFC VIII Funding shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS Capital One to effect the conveyance of such Receivables and other property pursuant to this Subsection.