Common use of Adjustments to Purchase Price Clause in Contracts

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS agrees that, on the Purchase Price Payment Date, TRS shall pay or cause to be paid to RFC VIII an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII Funding by TRS Capital One which is reduced by the related Account Owner, TRS Capital One or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Capital One agrees that, that on the Purchase Price Payment Date, TRS Capital One shall pay or cause to be paid to RFC VIII Funding an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, provided that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII Funding as Transferor to make a deposit in the Excess Funding Collection Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS Capital One and RFC VIII Funding hereby agree that the date that RFC VIII Funding is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on During any Monthly Period, if (a) Servicer adjusts downward the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to amount of any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer (i) because of a rebate, refund, unauthorized charge charge-back or billing error to an Obligorother downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible, (ii) because such Receivable was created in respect of merchandise which was refused or returned by an Obligoraccountholder or as to which the accountholder has asserted a counterclaim or defense, or because (iii) which was credited pursuant to a debt deferral or debt cancellation program and not recovered during the Monthly Period from Collections from Insurance Proceeds or reserves funded by fees generated through such programs; or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the applicable Account Owner processes Purchase Price shall be reduced as provided below (a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible“Credit Adjustment”). The amount of such reduction Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the reduction Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable resulting Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of such event. In any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative numberPrincipal Account, TRS agrees that, on the Purchase Price Payment Date, TRS RPA Seller shall pay or cause to be paid to RFC VIII an amount equal to Purchaser the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation would be reduced in immediately available funds on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that or before the date that RFC VIII Purchaser is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePrincipal Account.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) on the Purchase Price Payment Date with respect to any Receivable previously conveyed to RFC VIII TRS by TRS Centurion which is reduced by the related Account Owner, TRS Centurion or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by Centurion) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because Centurion or the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Centurion agrees that, on the Purchase Price Payment Date, TRS Centurion shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer’s credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII IV by TRS FSB which is reduced by the related Account Owner, TRS FSB or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS FSB agrees that, on the Purchase Price Payment Date, TRS FSB shall pay or cause to be paid to RFC VIII IV an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII IV as Transferor to make a deposit in the Excess Special Funding Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS FSB and RFC VIII IV hereby agree that the date that RFC VIII IV is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII III by TRS Centurion which is reduced by the related Account Owner, TRS Centurion or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Centurion agrees that, on the Purchase Price Payment Date, TRS Centurion shall pay or cause to be paid to RFC VIII III an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII III as Transferor to make a deposit in the Excess Special Funding Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS Centurion and RFC VIII III hereby agree that the date that RFC VIII III is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) on the Purchase Price Payment Date with respect to any Receivable previously conveyed to RFC VIII TRS by TRS FSB which is reduced by the related Account Owner, TRS FSB or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by FSB) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because FSB or the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS FSB agrees that, on the Purchase Price Payment Date, TRS FSB shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer’s credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced on During any Monthly Period, if (a) Servicer adjusts downward the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to amount of any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer (i) because of a rebate, refund, unauthorized charge charge-back or billing error to an Obligor, other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an Obligoraccountholder or as to which the accountholder has asserted a counterclaim or defense, or because (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Servicer or the applicable Account Owner processes Purchase Price shall be reduced as provided below (a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible“Credit Adjustment”). The amount of such reduction Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the reduction Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable resulting Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of such event. In any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the event that a reduction Excess Funding Account pursuant to this Section 3.02 causes 3.09 of the Purchase Price to be a negative numberTransfer and Servicing Agreement, TRS agrees that, on the Purchase Price Payment Date, TRS RPA Seller shall pay or cause to be paid to RFC VIII an amount equal to Purchaser the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation would be reduced in immediately available funds on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that or before the date that RFC VIII Purchaser is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DateExcess Funding Account.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “"Purchase Price Adjustment”") with respect to any Receivable previously conveyed to RFC VIII IV by TRS FSB which is reduced by the related Account Owner, TRS FSB or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS FSB agrees that, on the Purchase Price Payment Date, TRS FSB shall pay or cause to be paid to RFC VIII IV an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII IV as Transferor to make a deposit in the Excess Special Funding Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS FSB and RFC VIII IV hereby agree that the date that RFC VIII IV is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “"Purchase Price Adjustment”") with respect to any Receivable previously conveyed to RFC VIII Funding by TRS Capital One which is reduced by the related Account Owner, TRS Capital One or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Capital One agrees that, that on the Purchase Price Payment Date, TRS Capital One shall pay or cause to be paid to RFC VIII Funding an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, provided that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII Funding as Transferor to make a deposit in the Excess Funding Collection Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS Capital One and RFC VIII Funding hereby agree that the date that RFC VIII Funding is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII the Purchaser by TRS the Seller which is reduced by the related Account Owner, TRS Seller or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS the Seller agrees that, on the Purchase Price Payment Date, TRS the Seller shall pay or cause to be paid to RFC VIII the Purchaser an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII the Purchaser as Transferor to make a deposit in the Excess Special Funding Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS the Seller and RFC VIII the Purchaser hereby agree that the date that RFC VIII the Purchaser is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced adjusted on the each Purchase Price Payment Date (a “Purchase Price Credit Adjustment”) with respect to any Receivable previously conveyed to RFC VIII by TRS which is reduced HRAC II by the related Account Owner, TRS Bank which has since been reversed by the Bank or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, Obligor or because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the but in each case other than by reason of Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such eventevent multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price payable on such Purchase Price Payment Date computed in accordance with subsection 3.1(a) divided by (ii) the amount of Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other insurance and enhancement programs administered by the Bank, paid for on such date pursuant to such subsection. In the event that a reduction an adjustment pursuant to this Section 3.02 3.2 causes the Purchase Price to be a negative number, TRS the Bank agrees that, not later than 1:00 p.m. New York City time on the such Purchase Price Payment Date, TRS the Bank shall pay or cause to be paid to RFC VIII HRAC II an amount equal to the amount by which the Purchase Price Credit Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “"Purchase Price Adjustment”") with respect to any Receivable previously conveyed to RFC VIII III by TRS Centurion which is reduced by the related Account Owner, TRS Centurion or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect other than by reason of merchandise which was refused or returned by an Obligor, or because the a Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Centurion agrees that, on the Purchase Price Payment Date, TRS Centurion shall pay or cause to be paid to RFC VIII III an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII III as Transferor to make a deposit in the Excess Special Funding Account pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement, then TRS Centurion and RFC VIII III hereby agree that the date that RFC VIII III is required to make such deposit pursuant to Section 2.5 3.09 of the Pooling and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on During any Monthly Period, if (a) Servicer adjusts downward the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to amount of any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligoraccountholder, or because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balancesaccountholder, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleuncollectible or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "CREDIT ADJUSTMENT"). The amount of such reduction Credit Adjustment with respect to any Receivable adjusted downward as described in CLAUSE (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the reduction Purchase Price paid with respect to such Receivable (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) as determined on the date on which such Receivable was purchased computed in accordance with SECTION 3.1 or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable resulting Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day; provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose in accordance with SECTION 3.3; provided, further, that, if, as a result of the occurrence of such event. In any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the event that a reduction Excess Funding Account pursuant to this Section 3.02 causes SECTION 3.9 of the Purchase Price to be a negative numberPooling and Servicing Agreement or SECTION 3.9 of the Transfer and Servicing Agreement, TRS agrees that, on the Purchase Price Payment Date, TRS RPA Seller shall pay or cause to be paid to RFC VIII an amount equal to Purchaser the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation would be reduced in immediately available funds on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that or before the date that RFC VIII Purchaser is required to make such deposit pursuant to Section 2.5 the Excess Funding Account. To secure its obligations to make the payments required by the preceding sentence, RPA Seller hereby grants to Purchaser and its assigns, a security interest in (i) its rights to receive payments from any Merchant under any Credit Card Processing Agreement on account of rebates, refunds, unauthorized charges, refused or returned merchandise or any other event or circumstance that causes Servicer to adjust downward the Servicing Agreement shall be a Purchase Price Payment Dateamount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible ("MERCHANT ADJUSTMENT PAYMENTS"), (ii) any collateral security granted to, or guaranty for the benefit of, RPA Seller with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant on account of Merchant Adjustment Payments and (iv) all proceeds of such rights and such amounts.

Adjustments to Purchase Price. The Purchase Price shall be reduced on During any Monthly Period, if (a) Servicer adjusts downward the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to amount of any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer (i) because of a rebate, refund, unauthorized charge charge-back or billing error to an Obligor, other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an Obligoraccountholder or as to which the accountholder has asserted a counterclaim or defense, or because (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Servicer or the applicable Account Owner processes Purchase Price shall be reduced as provided below (a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible"Credit Adjustment"). The amount of such reduction Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the reduction Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable resulting Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of such event. In any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the event that a reduction Excess Funding Account pursuant to this Section 3.02 causes 4.03 of the Purchase Price to be a negative numberPooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, TRS agrees that, on the Purchase Price Payment Date, TRS RPA Seller shall pay or cause to be paid to RFC VIII an amount equal to Purchaser the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation would be reduced in immediately available funds on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that or before the date that RFC VIII Purchaser is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DateExcess Funding Account.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) on the Purchase Price Payment Date with respect to any Receivable previously conveyed to RFC VIII TRS by TRS FSB which is reduced by the related Account Owner, TRS FSB or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by FSB) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because FSB or the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS FSB agrees that, on the Purchase Price Payment Date, TRS FSB shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer's credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the with respect to any Purchase Price Payment Date shall be reduced (a “"Purchase Price Adjustment”") with respect to any Principal Receivable previously conveyed to RFC VIII Purchaser by TRS which Chase USA if the amount of such Principal Receivables is reduced by the related Account Owner, TRS or the Servicer adjusted downward because of a rebate, refund, unauthorized charge or billing error to an Obligoraccount holder, or because such Principal Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balancesaccount holder, or if the Servicer otherwise adjusts downward the amount of any Principal Receivable without receiving Collections therefor or without charging off such amount as uncollectible, or if the Principal Receivable is adjusted by the Servicer because it was discovered to have been created through a fraudulent or counterfeit charge. The amount of such reduction shall equal the reduction in the balance amount of such Receivable resulting from the occurrence of such event. In Such payment shall be paid by deducting such amount from the event purchase price owing to Chase USA by the Purchaser on the Distribution Date following the Monthly Period in which such adjustment occurs or if no such amount is owed then by deducting such amount from the balance of the Seller Note; provided that a reduction pursuant to this Section 3.02 if such adjustment causes the Purchase Price Purchaser to be a negative number, TRS agrees that, on the Purchase Price Payment Date, TRS shall pay or cause to be paid to RFC VIII an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor required to make a deposit in the Excess Special Funding Account pursuant to Section 2.5 of the Servicing AgreementAccount, then TRS and RFC VIII hereby agree that Chase USA shall pay such adjustment payment to the Purchaser in cash on or prior to the date that RFC VIII on which the Purchaser is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.in immediately available funds. [END OF ARTICLE III]

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) on the Purchase Price Payment Date with respect to any Receivable previously conveyed to RFC VIII TRS by TRS Centurion which is reduced by the related Account Owner, TRS Centurion or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by Centurion) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because Centurion or the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Centurion agrees that, on the Purchase Price Payment Date, TRS Centurion shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer's credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII the Depositor by TRS TD which is reduced by the related Account Owner, TRS TD or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balancessmall balance adjustments, goodwill adjustments and other ordinary course adjustments, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS TD agrees that, on the Purchase Price Payment Date, TRS TD shall pay or cause to be paid to RFC VIII the Depositor an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII the Depositor as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS TD and RFC VIII the Depositor hereby agree that the date that RFC VIII the Depositor is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) on the Purchase Price Payment Date with respect to any Receivable previously conveyed to RFC VIII TRS by TRS the Seller which is reduced by the related Account Owner, TRS Seller or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by the Seller) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer Seller or the applicable Account Owner Servicer processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS the Seller agrees that, on the Purchase Price Payment Date, TRS the Seller shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer’s credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”) on the Purchase Price Payment Date with respect to any Receivable previously conveyed to RFC VIII TRS by TRS the Seller which is reduced by the related Account Owner, TRS Seller or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by the Seller) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer Seller or the applicable Account Owner Servicer processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS the Seller agrees that, on the Purchase Price Payment Date, TRS the Seller shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer's credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced adjusted on the each Purchase Price Payment Date (a “Purchase Price Credit Adjustment”) with respect to any Receivable previously conveyed to RFC VIII HSBC Funding by TRS HRAC I which is reduced has since been reversed by the related Account Owner, TRS HRAC I or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, Obligor or because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the but in each case other than by reason of Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such eventevent multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price payable on such Purchase Price Payment Date computed in accordance with Section 3.01(a) divided by (ii) the amount of Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other insurance and enhancement programs administered by the Account Owner, paid for on such date pursuant to such Section. In the event that a reduction an adjustment pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS HRAC I agrees that, not later than 1:00 p.m. New York City time on the such Purchase Price Payment Date, TRS HRAC I shall pay or cause to be paid to RFC VIII HSBC Funding an amount equal to the amount by which the Purchase Price Credit Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.. [END OF ARTICLE III]

Adjustments to Purchase Price. The Purchase Price shall be reduced on During any Monthly Period, if Servicer adjusts downward the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to amount of any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligoraccountholder, or because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balancesaccountholder, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible, then the Purchase Price shall be reduced as provided below (a “Credit Adjustment”). The amount of such reduction shall equal the reduction Credit Adjustment with respect to any Receivable adjusted downward as described in the balance preceding sentence, shall be equal to the amount of such Receivable resulting adjustment. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day; provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose in accordance with Section 3.3; provided, further, that, if, as a result of the occurrence of such event. In any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the event that a reduction Excess Funding Account pursuant to this Section 3.02 causes 3.9 of the Purchase Price to be a negative numberTransfer and Servicing Agreement, TRS agrees that, on the Purchase Price Payment Date, TRS RPA Seller shall pay or cause to be paid to RFC VIII an amount equal to Purchaser the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation would be reduced in immediately available funds on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that or before the date that RFC VIII Purchaser is required to make such deposit pursuant to Section 2.5 the Excess Funding Account. To secure its obligations to make the payments required by the preceding sentence, RPA Seller hereby grants to Purchaser and its assigns, a security interest in (i) its rights to receive payments from any Merchant under any Account Processing Agreement on account of rebates, refunds, unauthorized charges, refused or returned merchandise or any other event or circumstance that causes Servicer to adjust downward the Servicing Agreement shall be a Purchase Price Payment Dateamount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible (“Merchant Adjustment Payments”), (ii) any collateral security granted to, or guaranty for the benefit of, RPA Seller with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant on account of Merchant Adjustment Payments and (iv) all proceeds of such rights and such amounts.

Adjustments to Purchase Price. The Purchase Price shall be reduced (a "PURCHASE PRICE ADJUSTMENT") on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII TRS by TRS Centurion which is reduced by the related Account Owner, TRS Centurion or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by Centurion) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because Centurion or the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Centurion agrees that, on the Purchase Price Payment Date, TRS Centurion shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer's credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.

Adjustments to Purchase Price. The Purchase Price shall be reduced adjusted on the each Purchase Price Payment Date (a “Purchase Price Credit Adjustment”) with respect to any Receivable previously conveyed to RFC VIII HSBC Funding by TRS HPLAC which is reduced has since been reversed by the related Account Owner, TRS HPLAC or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, Obligor or because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the but in each case other than by reason of Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleerror. The amount of such reduction adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such eventevent multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price payable on such Purchase Price Payment Date computed in accordance with Section 3.01(a) divided by (ii) the amount of Principal Receivables, and such of the Finance Charge and Administrative Receivables as constitute fees and charges relating to debt cancellation, debt waiver and other insurance and enhancement programs administered by the Account Owner, paid for on such date pursuant to such Section. In the event that a reduction an adjustment pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS HPLAC agrees that, not later than 1:00 p.m. New York City time on the such Purchase Price Payment Date, TRS HPLAC shall pay or cause to be paid to RFC VIII HSBC Funding an amount equal to the amount by which the Purchase Price Credit Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date.. [END OF ARTICLE III]

Adjustments to Purchase Price. The Purchase Price shall be reduced on the Purchase Price Payment Date (a “Purchase Price Adjustment”"PURCHASE PRICE ADJUSTMENT") with respect to any Receivable previously conveyed to RFC VIII V by TRS which is reduced by the related Account Owner, TRS or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS agrees that, on the Purchase Price Payment Date, TRS shall pay or cause to be paid to RFC VIII V an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII V as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 3.10 of the Transfer and Servicing Agreement, then TRS and RFC VIII V hereby agree that the date that RFC VIII V is required to make such deposit pursuant to Section 2.5 3.10 of the Transfer and Servicing Agreement shall be a Purchase Price Payment Date.

Adjustments to Purchase Price. The Purchase Price shall be reduced adjusted on the Purchase Price each Payment Date (a “Purchase Price "Credit Adjustment”") with respect to any Receivable previously conveyed to RFC VIII by TRS which is reduced the Purchaser by the related Account Owner, TRS Seller which has since been reversed by the Seller or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, Obligor because such Receivable was created in respect of merchandise which was refused or returned or due to the occurrence of any other event referred to in Section 3.09 of the Transfer and Servicing Agreement. The amount of such adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such event multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price for Principal Receivables payable on such Payment Date computed in accordance with Section 3.1 divided by (ii) the Principal Receivables paid for on such date pursuant to such Section. In the event that an Obligoradjustment pursuant to this Section 3.2 causes the Purchase Price to be a negative number, the Seller agrees that, not later than 1:00 P.M. New York City time on such Payment Date, the Seller shall pay to the Purchaser an amount equal to the amount by which the Purchase Price minus the Credit Adjustment would be reduced below zero. To secure its obligations to make payments required by this Section 3.2, the Seller hereby grants to the Purchaser a security interest in (i) its rights to receive payments from any Merchant under any Merchant Agreement on account of rebates, refunds, unauthorized charges, refused or because returned merchandise or any other event or circumstance that causes the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts to adjust downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleuncollectible ("Merchant Adjustment Payments"), (ii) any collateral security granted to, or guaranty for the benefit of, the Seller with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant or guarantor on account of Merchant Adjustment Payments and (iv) all proceeds of such rights and such amounts. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price Seller may permit or require Merchant Adjustment Payments to be netted against amounts owed by the Seller to a negative number, TRS agrees that, on the Purchase Price Payment Date, TRS shall pay or cause to be paid to RFC VIII an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DateMerchant.

Adjustments to Purchase Price. The Purchase Price (a) Not less than ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Closing Statement”) setting forth a good faith estimate of the Closing Net Working Capital Amount (the “Seller Estimated Calculation Amount”) and attaching an unaudited consolidated balance sheet of the Acquired Company and its Subsidiaries (the “Closing Balance Sheet”), which shall include (to the extent there is a balance) each of the line items comprising Net Working Capital, prepared in accordance with IFRS, certified and signed by the Chief Financial Officer or other senior financial officer of the Acquired Company or Guarantor, in their official capacity and not individually. Buyer shall have ten (10) Business Days following receipt of such Closing Statement to review the Closing Statement and to provide Seller with written notice of any objections to the Seller Estimated Calculation Amount and the basis for such objection set forth in reasonable detail, including Buyer’s estimate of the Closing Net Working Capital Amount (the “Buyer Estimated Calculation Amount”), certified and signed by the Chief Financial Officer or other senior financial officer of Buyer, in their official capacity and not individually; provided that, during this period, Seller shall grant Buyer reasonable access to the Books and Records of the Acquired Company and its Subsidiaries to allow Buyer to investigate any objections to the Seller Estimated Calculation Amount that it might have. Both the Buyer Estimated Calculation Amount and the Seller Estimated Calculation Amount shall be reduced made in good faith. If the parties were able to resolve any differences between the Buyer Estimated Calculation Amount and the Seller Estimated Calculation Amount, and agree in writing on the Purchase Price Payment Date Closing Net Working Capital Amount at least one (a “Purchase Price Adjustment”1) with respect Business Day prior to any Receivable previously conveyed to RFC VIII by TRS which is reduced by the related Account Owner, TRS or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS agrees that, on the Purchase Price Payment Closing Date, TRS then such agreed amount shall pay or cause be the “Estimated Calculation Amount” for purposes of ‎Section 2.3(b), and any written resolution as to the Estimated Calculation Amount shall be paid final, binding and conclusive. If the parties are unable to RFC VIII resolve the differences between the Buyer Estimated Calculation Amount and the Seller Estimated Calculation Amount at least one (1) Business Day prior to the Closing Date, then (i) the “Seller Estimated Calculation Amount” shall be the “Estimated Calculation Amount” for purposes of ‎Section 2.3(b) and (ii) an amount equal to the amount by which difference between the Buyer Estimated Calculation Amount and the Seller Estimated Calculation Amount (such difference, the “Estimated Calculation Amount Differential”) shall be retained and held back from the payment of the Purchase Price Adjustment exceeds the unadjusted Purchase Price; providedby Buyer, howeverand subsequently payable by Buyer, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor to make a deposit in the Excess Funding Account required, pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment Date2.5.

Adjustments to Purchase Price. The Purchase Price shall be reduced adjusted on the Purchase Price Payment Date of each calendar month (a “Purchase Price "Credit Adjustment”") with respect to any Receivable previously conveyed to RFC VIII CFC by TRS Servicing Corp. which is reduced has since been reversed by the related Account Owner, TRS Servicing Corp. or the Servicer because of a rebate, refund, unauthorized charge or billing error to an Obligor, a cardholder because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, a cardholder or because due to the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount occurrence of any Receivable without receiving Collections therefor or without charging off such amount as uncollectibleother event referred to in Section 3.09 of the Transfer and Servicing Agreement. The amount of such reduction adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such eventevent multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price for Principal Receivables payable on such date computed in accordance with subsection 3.01(a) divided by (ii) the Principal Receivables paid for on such date pursuant to such subsection. In the event that a reduction an adjustment pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS Servicing Corp. agrees that, not later than 11:00 a.m., New York City time, on the Purchase Price Payment Datesuch date, TRS Servicing Corp. shall pay or cause to be paid to RFC VIII CFC an amount equal to the amount by which the Purchase Price minus the Credit Adjustment exceeds the unadjusted Purchase Price; provided, however, that if the reduction relating to such Purchase Price Adjustment also gives rise to an obligation on the part of RFC VIII as Transferor would be reduced below zero. To secure its obligations to make a deposit in the Excess Funding Account pursuant to payments required by this Section 2.5 of 3.02, the Servicing AgreementCorp. hereby grants to CFC a security interest in (i) its rights to receive payments from any Merchant under any Merchant Agreement on account of rebates, then TRS refunds, unauthorized charges, refused or returned merchandise or any other event or circumstance that causes the Servicer to adjust downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible ("Merchant Adjustment Payments"), (ii) any collateral security granted to, or guaranty for the benefit of Servicing Corp. with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant or guarantor on account of Merchant Adjustment Payments and RFC VIII hereby agree that the date that RFC VIII is required (iv) all proceeds of such rights and such amounts. Servicing Corp. may permit or require Merchant Adjustment Payments to make such deposit pursuant to Section 2.5 of be netted against amounts owed by the Servicing Agreement shall be Corp. to a Purchase Price Payment DateMerchant.

Adjustments to Purchase Price. The Purchase Price shall be reduced (a "PURCHASE PRICE ADJUSTMENT") on the Purchase Price Payment Date (a “Purchase Price Adjustment”) with respect to any Receivable previously conveyed to RFC VIII TRS by TRS FSB which is reduced by the related Account Owner, TRS FSB or the Servicer (pursuant to its customary servicing standards and guidelines for customer service and cardmember account relations and to give effect to rebates offered by FSB) because of a rebate, refund, unauthorized charge or billing error to an Obligor, because such Receivable was created in respect of merchandise which was refused or returned by an Obligor, or because FSB or the Servicer or the applicable Account Owner processes as a credit adjustment any uncollectible Small Balances, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or without charging off such amount as uncollectible. The amount of such reduction shall equal the reduction in the balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, TRS FSB agrees that, on the Purchase Price Payment Date, TRS FSB shall pay or cause to be paid to RFC VIII TRS an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price; provided. Notwithstanding the foregoing, however, that if the reduction relating to such in no event shall a Purchase Price Adjustment also gives rise include adjustments attributable to an obligation on the uncollectible receivables and adjustments made as part of RFC VIII the Servicer's credit and collection processes. For the avoidance of doubt, Purchase Price Adjustments shall not have the purpose or effect of protecting TRS, as Transferor to make a deposit purchaser of the Purchased Assets, from credit risk in the Excess Funding Account pursuant to Section 2.5 of the Servicing Agreement, then TRS and RFC VIII hereby agree that the date that RFC VIII is required to make such deposit pursuant to Section 2.5 of the Servicing Agreement shall be a Purchase Price Payment DatePurchased Assets.