Common use of Removal and Deletion of Accounts Clause in Contracts

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS shall stop selling to RFC VIII Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS whether Collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS did not sell to RFC VIII, TRS shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS shall not alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) a Removed Account becomes a Deleted Account, TRS may delete such Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS FSB shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS FSB whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB did not sell to RFC VIIITRS, TRS FSB shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS FSB may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but FSB shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS FSB has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS FSB may delete such Deleted Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, Discover Funding may remove Accounts from DCMT in accordance with Section 2.11 of the Pooling and Servicing Agreement. On each day on which Accounts are removed from DCMT pursuant to Subsection 2.14(a) Section 2.11 of the Transfer Pooling and Servicing Agreement, to remove accounts from the Trust (the “Removed Accounts”)Discover Bank and Discover Funding may, RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS shall stop selling to RFC VIII Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) but shall not be considered property required to, by mutual agreement, remove Accounts from the operation of RFC VIII available for transfer by RFC VIII this Agreement. Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements opinions and other materials as are reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.11 of the Trust. To the extent that it is not clear to TRS whether Collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS did not sell to RFC VIII, TRS shall allocate payments on each such Removed Account Pooling and Servicing Agreement with respect to the principal balance removal of such Removed Account first to the oldest principal balance of such Removed AccountAccounts. (b) Upon receipt With respect to any removed Accounts pursuant to Section 2.3(a), Discover Funding shall cause the Master Servicer to prepare a reasonable estimate of the notice described amount of Finance Charge Receivables billed in paragraph such removed Accounts for the Due Period in which such accounts are removed. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such removed Accounts in such Due Period absent manifest error. (ac) above and on or prior On any date Receivables are removed pursuant to the date for removal of the Removed Accounts (the “Removal Date”Section 2.3(a), RFC VIII mayautomatically and without further action, at its option and with the consent Discover Funding shall reassign to Discover Bank, without recourse, representation, or warranty, all of TRS, reassign its Discover Funding’s right, title and interest in, to to, and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS shall not alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed AccountReceivable, (ii) such Account becomes a Deleted Account or all Interchange allocable to that Receivable, (iii) TRS has taken such action all Collections on that Receivable, including any Recovered Amounts and (iv) all proceeds of any of this property. On a date mutually selected by Discover Bank and Discover Funding (which date shall not later than the fifth Business Day following the calendar month in which the Receivable was reassigned), Discover Bank must pay to Discover Funding in immediately available funds an amount equal to the unpaid balance of that Receivable, and Discover Funding will treat that Receivable as is necessary or advisable collected in full. Discover Funding must execute all agreements and other documents, and must take all other actions, that are reasonably requested by Discover Bank to cause the interest of RFC VIII in the Purchased Assets effect this reassignment, including executing any reassignment supplements to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables this Agreement in a Removed Account or (ii) a Removed Account becomes a Deleted Account, TRS may delete such Account from Schedule 1 hereto and, form to agreed upon such deletion, shall indicate in its computer files that such Removed Account or Deleted Account, as applicable, is no longer an Accountby Discover Bank and Discover Funding.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS FSB shall stop selling to RFC VIII IV Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII IV of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII IV prior to the Stop Date and Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII IV available for transfer by RFC VIII IV to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS FSB whether Collections collections relate to a Receivable that was sold to RFC VIII IV or to a receivable that TRS FSB did not sell to RFC VIIIIV, TRS FSB shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS FSB may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but FSB shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS FSB has taken such action as is necessary or advisable to cause the interest of RFC VIII IV in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may FSB shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII III Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII III of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII III prior to the Stop Date and Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII III available for transfer by RFC VIII III to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections collections relate to a Receivable that was sold to RFC VIII III or to a receivable that TRS Centurion did not sell to RFC VIIIIII, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII III in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may Centurion shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS the Seller shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS the Seller whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS the Seller did not sell to RFC VIIITRS, TRS the Seller shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS the Seller may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but the Seller shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS the Seller has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS the Seller may delete such Deleted Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Capital One shall stop selling to RFC VIII Funding Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII Funding of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII Funding prior to the Stop Date Date, Funds Collateral and Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Funds Collateral and Collections in respect of such Finance Charge Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Capital One whether Collections collections or funds collateral relate to a Principal Receivable that was sold to RFC VIII Funding or to a principal receivable that TRS Capital One did not sell to RFC VIIIFunding, TRS Capital One shall allocate payments and funds collateral on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Capital One may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Capital One shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Capital One has taken such action as is necessary or advisable to cause the interest of RFC VIII Funding in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may Capital One shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS the Seller shall stop selling to RFC VIII the Purchaser Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII the Purchaser of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII the Purchaser prior to the Stop Date and Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII the Purchaser available for transfer by RFC VIII the Purchaser to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS the Seller whether Collections collections relate to a Receivable that was sold to RFC VIII the Purchaser or to a receivable that TRS the Seller did not sell to RFC VIIIthe Purchaser, TRS the Seller shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS the Seller may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but the Seller shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS the Seller has taken such action as is necessary or advisable to cause the interest of RFC VIII the Purchaser in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may the Seller shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS FSB shall stop selling to RFC VIII IV Principal Receivables arising in such Removed Account effective on the Business Day (the “"Stop Date”") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII IV of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII IV prior to the Stop Date and Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII IV available for transfer by RFC VIII IV to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS FSB whether Collections collections relate to a Receivable that was sold to RFC VIII IV or to a receivable that TRS FSB did not sell to RFC VIIIIV, TRS FSB shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS FSB may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but FSB shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS FSB has taken such action as is necessary or advisable to cause the interest of RFC VIII IV in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may FSB shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion did not sell to RFC VIIITRS, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS Centurion may delete such Deleted Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Capital One shall stop selling to RFC VIII Funding Principal Receivables arising in such Removed Account effective on the Business Day (the “"Stop Date”") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII Funding of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII Funding prior to the Stop Date Date, Funds Collateral and Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Funds Collateral and Collections in respect of such Finance Charge Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Capital One whether Collections collections or funds collateral relate to a Principal Receivable that was sold to RFC VIII Funding or to a principal receivable that TRS Capital One did not sell to RFC VIIIFunding, TRS Capital One shall allocate payments and funds collateral on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Capital One may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Capital One shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Capital One has taken such action as is necessary or advisable to cause the interest of RFC VIII Funding in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may Capital One shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII III Principal Receivables arising in such Removed Account effective on the Business Day (the “"Stop Date”") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII III of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII III prior to the Stop Date and Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, Collections in respect of such Finance Charge Receivables, and Issuer Rate Fees allocable to the foregoing shall continue to be property of RFC VIII III available for transfer by RFC VIII III to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections collections relate to a Receivable that was sold to RFC VIII III or to a receivable that TRS Centurion did not sell to RFC VIIIIII, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII III in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may Centurion shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII pursuant to the TRS-RFC VIII Receivables Purchase Agreement and by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion did not sell to RFC VIIITRS, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx mark its books and records to indicate that such Account is a Removed Account. However, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS Centurion may delete such Deleted Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII V elects, pursuant to Subsection 2.14(a) of the Transfer and Servicing Agreement, to remove accounts from the Trust (the “Removed Accounts”"REMOVED ACCOUNTS"), RFC VIII V shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS shall stop selling to RFC VIII V Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”"STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII V of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII V prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII V available for transfer by RFC VIII V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII V available for transfer by RFC VIII V to the Trust. To the extent that it is not clear to TRS whether Collections relate to a Receivable that was sold to RFC VIII V or to a receivable that TRS did not sell to RFC VIIIV, TRS shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”"REMOVAL DATE"), RFC VIII V may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII V shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII V shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII V shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIIIV, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIIIV; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII V shall have delivered an Officer’s 's Certificate of RFC VIIIV, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s V's reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII V and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit EXHIBIT C (a “Reassignment”"REASSIGNMENT"). (c) On and after the Stop Date for a Removed Account, TRS may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS shall not alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII V in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII V in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII V in, to and under the Receivables in a Removed Account or (ii) a Removed Account becomes a Deleted Account, TRS may delete such Account from Schedule SCHEDULE 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion did not sell to RFC VIIITRS, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS Centurion may delete such Deleted Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”"STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion did not sell to RFC VIIITRS, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx mark its books and records to indicate that such Account is a Removed Account. HoweverXxxxunt, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from SCHEDULE 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS Centurion may delete such Deleted Account from Schedule SCHEDULE 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS HRAC II shall stop selling to RFC VIII MRI Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII MRI of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII MRI prior to the Stop Date Date, Collections in respect of such Principal Receivables, Finance Charge and Administrative Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge and Administrative Receivables, shall continue to be property of RFC VIII MRI available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the TrustMRI. To the extent that it is not clear to TRS HRAC II whether Collections collections relate to a Principal Receivable that was sold to RFC VIII MRI or to a principal receivable that TRS HRAC II did not sell to RFC VIIIMRI, TRS HRAC II shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS HRAC II may xxxx mark its books and records to indicate that such Account is a Removed Account. However, TRS but HRAC II shall not (i) alter the indication referenced in clause (i) the first sentence of Subsection subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS HRAC II has taken such action as is necessary or advisable to cause the interest of RFC VIII MRI in the Purchased Assets Receivables and other property to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may unless such Deleted Account is a Zero Balance Account, HRAC II shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, (by delivering a schedule of Deleted Accounts or otherwise) and shall indicate in its accounting, computer and other files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Centurion shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”"STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Centurion whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS Centurion did not sell to RFC VIIITRS, TRS Centurion shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Centurion may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Centurion shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Centurion has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from SCHEDULE 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS Centurion may delete such Deleted Account from Schedule SCHEDULE 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS HRAC I shall stop selling to RFC VIII HSBC Funding Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII HSBC Funding of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII HSBC Funding prior to the Stop Date Date, Collections in respect of such Principal Receivables, Finance Charge and Administrative Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge and Administrative Receivables and all Interchange and Recoveries related thereto, shall continue to be property of RFC VIII HSBC Funding available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII HSBC Funding to the Trust. To the extent that it is not clear to TRS HRAC I whether Collections collections relate to a Principal Receivable that was sold to RFC VIII HSBC Funding or to a principal receivable that TRS HRAC I did not sell to RFC VIIIHSBC Funding, TRS HRAC I shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS HRAC I may xxxx mxxx its books and records to indicate that such Account is a Removed Account. However, TRS shall not alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed and once an Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such has become a Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) a Removed Account becomes a Deleted Account, TRS may HRAC I shall promptly delete such Removed Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Fleet (RI) shall stop selling to RFC VIII Principal Receivables arising in such Removed Account to FCCF effective on the Business Day (the “Stop Date”"STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII FCCF of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII FCCF prior to the Stop Date Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge Receivables, shall continue to be property of RFC VIII FCCF available for transfer by RFC VIII FCCF to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Fleet (RI) whether Collections collections relate to a Principal Receivable that was sold to RFC VIII FCCF or to a receivable Principal Receivable that TRS Fleet (RI) did not sell to RFC VIIIFCCF, TRS Fleet (RI) shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Fleet (RI) may xxxx mark its books and records to indicate that such Account is a Removed Account. HoweverXxxxunt, TRS but Fleet (RI) shall not (i) alter the indication codes or fields referenced in clause (ia) of Subsection subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or Fleet (iiiRI) TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII FCCF in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from SCHEDULE 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may Fleet (RI) shall promptly delete such Deleted Account from Schedule SCHEDULE 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS the Seller shall stop selling to RFC VIII the Buyer Principal Receivables arising in such Removed Account effective on the Business Day (the “"Stop Date”") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII the Buyer of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII the Buyer prior to the Stop Date Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge Receivables, shall continue to be property of RFC VIII the Buyer available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the TrustBuyer. To the extent that it is not clear to TRS the Seller whether Collections collections relate to a Principal Receivable that was sold to RFC VIII the Buyer or to a principal receivable that TRS the Seller did not sell to RFC VIIIthe Buyer, TRS the Seller shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS the Seller may xxxx mark its books and records to indicate that such Account is a Removed Remoxxx Account. However, TRS but the Seller shall not (i) alter the indication referenced in clause (i) the first sentence of Subsection 2.01(csubsection 2.1(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS the Seller has taken such action as is necessary or advisable to cause the interest of RFC VIII the Buyer in the Purchased Assets Receivables and other property to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may the Seller shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, (by delivering a schedule of Deleted Accounts or otherwise) and shall indicate in its accounting, computer and other files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS FSB shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”"STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS FSB whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB did not sell to RFC VIIITRS, TRS FSB shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS FSB may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but FSB shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS FSB has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from SCHEDULE 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS FSB may delete such Deleted Account from Schedule SCHEDULE 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS FSB shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS FSB whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB did not sell to RFC VIIITRS, TRS FSB shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS FSB may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but FSB shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS FSB has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS FSB may delete such Deleted Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS shall stop selling to RFC VIII Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS whether Collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS did not sell to RFC VIII, TRS shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS may xxxx mark its books and records to indicate that such Account is a Removed Account. However, TRS shall not alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) a Removed Account becomes a Deleted Account, TRS may delete such Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS Capital One shall stop selling to RFC VIII Funding Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII Funding of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII Funding prior to the Stop Date Date, Funds Collateral and Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Funds Collateral and Collections in respect of such Finance Charge Receivables, shall continue to be property of RFC VIII Funding available for transfer by RFC VIII Funding to the Trust Trustee pursuant to the Transfer Pooling and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS Capital One whether Collections collections or funds collateral relate to a Principal Receivable that was sold to RFC VIII Funding or to a principal receivable that TRS Capital One did not sell to RFC VIIIFunding, TRS Capital One shall allocate payments and funds collateral on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS Capital One may xxxx its books and records to indicate that such Account is a Removed Account. However, TRS but Capital One shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS Capital One has taken such action as is necessary or advisable to cause the interest of RFC VIII Funding in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) a delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once an Account becomes a Deleted Account, TRS may Capital One shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, and shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS the Seller shall stop selling to RFC VIII the Buyer Principal Receivables arising in such Removed Account effective on the Business Day (the “"Stop Date”") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII the Buyer of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII the Buyer prior to the Stop Date Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge Receivables, shall continue to be property of RFC VIII the Buyer available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the TrustBuyer. To the extent that it is not clear to TRS the Seller whether Collections collections relate to a Principal Receivable that was sold to RFC VIII the Buyer or to a principal receivable that TRS the Seller did not sell to RFC VIIIthe Buyer, TRS the Seller shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS the Seller may xxxx mark its books and records to indicate that such Account is a Removed Remoxxx Account. However, TRS but the Seller shall not (i) alter the indication referenced in clause (i) the first sentence of Subsection 2.01(csubsection 2.1(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS the Seller has taken such action as is necessary or advisable to cause the interest of RFC VIII the Buyer in the Purchased Assets Receivables and other property to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may the Seller shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, (by delivering a schedule of Deleted Accounts or otherwise) and shall indicate in its computer accounting, computer, and other files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]

Removal and Deletion of Accounts. (a) If RFC VIII the Depositor elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove Receivables under specified accounts from the Trust (the “Removed Accounts”), RFC VIII the Depositor shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS shall stop selling to RFC VIII Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS whether Collections relate to a Receivable that was sold to RFC VIII or to a receivable that TRS did not sell to RFC VIII, TRS shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed AccountTD. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, Depositor shall reassign its right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth fifth (5th) Business Day immediately preceding the Removal Date, RFC VIII the Depositor shall have given TRS TD notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS TD on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII the Depositor shall amend the Account Schedule by delivering or causing to be delivered to TRS TD a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII the Depositor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIIIthe Depositor, have a material adverse effect on TRSTD; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS TD and RFC VIIIthe Depositor; (viivi) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viiivii) RFC VIII the Depositor shall have delivered an Officer’s Certificate of RFC VIIIthe Depositor, dated the Removal Date, confirming, to the extent applicable and in RFC VIIIthe Depositor’s reasonable belief, the items set forth in clauses (iv) through (viivi) above; and (ixviii) RFC VIII the Depositor and TRS TD shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C B (a “Reassignment”). (c) On Upon satisfaction of the above conditions, all of the right, title and after interest of the Stop Date for a Depositor in and to the Purchased Assets under the Removed AccountAccounts shall automatically and without further action be sold, TRS transferred and assigned to TD and the Depositor shall execute such documents and instruments of transfer or assignment and take such actions as may reasonably be required by TD to effect the sale, transfer and assignment to TD of the interest of the Depositor in the Purchased Assets under the Removed Accounts. TD may then xxxx its books and records to indicate that such Account is a Removed Account. However, TRS shall not Account and may alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until Accounts. (id) TRS, at its option, Once TD accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII Depositor in, to and under the Receivables in a Removed Account or (ii) a Removed Account becomes a Deleted Account, TRS TD may delete such Account from Schedule 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS HRAC II shall stop selling to RFC VIII MRI Principal Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”) after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII MRI of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to RFC VIII MRI prior to the Stop Date Date, Collections in respect of such Principal Receivables, Finance Charge and Administrative Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Receivables Finance Charge and Administrative Receivables, shall continue to be property of RFC VIII MRI available for transfer by RFC VIII to the Trust pursuant to the Transfer Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the TrustMRI. To the extent that it is not clear to TRS HRAC II whether Collections collections relate to a Principal Receivable that was sold to RFC VIII MRI or to a principal receivable that TRS HRAC II did not sell to RFC VIIIMRI, TRS HRAC II shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS HRAC II may xxxx mxxx its books and records to indicate that such Account is a Removed Account. However, TRS but HRAC II shall not (i) alter the indication referenced in clause (i) the first sentence of Subsection subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS HRAC II has taken such action as is necessary or advisable to cause the interest of RFC VIII MRI in the Purchased Assets Receivables and other property to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from Schedule 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS may unless such Deleted Account is a Zero Balance Account, HRAC II shall promptly delete such Deleted Account from Schedule 1 hereto and, upon such deletion, (by delivering a schedule of Deleted Accounts or otherwise) and shall indicate in its accounting, computer and other files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.

Removal and Deletion of Accounts. (a) If RFC VIII elects, pursuant to Subsection 2.14(a) of the Transfer Agreement, to remove accounts from the Trust (the “Removed Accounts”), RFC VIII shall give written notice thereof to TRS. Notwithstanding anything in this Agreement to the contrary, if an Account becomes a Removed Account, then TRS FSB shall stop selling to RFC VIII TRS Receivables arising in such Removed Account effective on the Business Day (the “Stop Date”"STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to RFC VIII TRS of additional Receivables arising in such Removed Account, Receivables sold to RFC VIII TRS prior to the Stop Date and Collections in respect of such Receivables shall continue to be property of RFC VIII TRS available for transfer by TRS to RFC VIII V pursuant to the TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement; provided, however, that, to the extent TRS has accepted reassignment of the Receivables in such Removed Account as described in paragraph (b) below, Collections in respect of such Receivables which are received after the Removal Date (as defined below) shall not be considered property of RFC VIII available for transfer by RFC VIII to the Trust. To the extent that it is not clear to TRS FSB whether Collections relate to a Receivable that was sold to RFC VIII TRS or to a receivable that TRS FSB did not sell to RFC VIIITRS, TRS FSB shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) Upon receipt of the notice described in paragraph (a) above and on or prior to the date for removal of the Removed Accounts (the “Removal Date”), RFC VIII may, at its option and with the consent of TRS, reassign its right, title and interest in, to and under the Receivables in the Removed Accounts (and such Accounts shall no longer be deemed to be Accounts for purposes of this Agreement) upon satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Removal Date, RFC VIII shall have given TRS notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to TRS on the Removal Date; (ii) on or prior to the Removal Date, RFC VIII shall amend the Account Schedule by delivering or causing to be delivered to TRS a computer file or microfiche list containing a true and complete list of the Removed Accounts; (iii) RFC VIII shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) such removal will not, in the reasonable belief of RFC VIII, have a material adverse effect on TRS; (v) such removal shall not exceed the Removal Limit; (vi) the purchase price for the Receivables in the Removed Accounts as of the Removal Date shall be the then-current fair market value of such Receivables, as mutually agreed upon by TRS and RFC VIII; (vii) such removal is not effected due to the credit or default risk of any Obligor or the Receivables; (viii) RFC VIII shall have delivered an Officer’s Certificate of RFC VIII, dated the Removal Date, confirming, to the extent applicable and in RFC VIII’s reasonable belief, the items set forth in clauses (iv) through (vii) above; and (ix) RFC VIII and TRS shall have entered into a duly executed, written reassignment, substantially in the form of Exhibit C (a “Reassignment”). (c) On and after the Stop Date for a Removed Account, TRS FSB may xxxx mark its books and records to indicate that such Account is a Removed Account. HoweverXxxxunt, TRS but FSB shall not (i) alter the indication referenced in clause (i) of Subsection 2.01(c) with respect to such Removed Account unless and until (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in such Removed Account, (ii) such Account becomes a Deleted Account or (iii) TRS FSB has taken such action as is necessary or advisable to cause the interest of RFC VIII TRS in the Purchased Assets to continue to be perfected and of first priority. (d) Once (i) TRS, at its option, accepts reassignment of the right, title and interest of RFC VIII in, to and under the Receivables in a Removed Account or (ii) delete such Removed Account from SCHEDULE 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, TRS FSB may delete such Deleted Account from Schedule SCHEDULE 1 hereto and, upon such deletion, shall indicate in its computer files that such Removed Deleted Account or Deleted Account, as applicable, is no longer an Account.. [END OF ARTICLE II]