Common use of Repurchase Events Clause in Contracts

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, which breach has a material and adverse effect on NFC’s interest in such Designated Retail Lease, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, all Designated Retail Leases which are then included in the Series 2004-B Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco LeasingNFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable or (ii) a breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate, Certificate which breach has a material and adverse effect Material Adverse Effect on NFCNFRRC’s interest in such Designated Retail LeaseReceivable, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio CertificateCertificate (each a “Repurchase Event”) unless, Harco Leasing willin either case, unless such breach shall have been cured in all material respects, respects as of the Second second Accounting Date following NFC’s discovery or its receipt of notice of breach (or or, at the option of Harco LeasingNFC’s election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate, all such Designated Retail Leases which are then included in the Series 20042005-B A Portfolio Interest), as applicable, Interest or Series 2005-A Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco Leasing’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable or (ii) a ------------ breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 2004-B 200 Portfolio Interest or the - Series 2004-B 200 Portfolio Certificate, Certificate which breach has a material and adverse effect on NFC’s - NFRRC's interest in such Designated Retail LeaseReceivable, the Series 2004-B 200 Portfolio - Interest or the Series 2004-B 200 Portfolio CertificateCertificate unless, Harco Leasing willin either case, unless such - breach shall have been cured in all material respects, respects (each a "Repurchase ---------- Event") as of the Second second Accounting Date following NFC's discovery or its ----- receipt of notice of breach (or or, at the option of Harco LeasingNFC's election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B 200 Portfolio Interest or the Series 2004-B 200 Portfolio - - Certificate, all such Designated Retail Leases which are then included in the Series 2004-B 200 Portfolio Interest), as applicable, Interest or Series 200 Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in - - Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate, which breach has a material and adverse effect on NFC’s 's interest in such Designated Retail Lease, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate, all Designated Retail Leases which are then included in the Series 20042003-B A Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s 's right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s 's expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco Leasing’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable or (ii) a breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate, Certificate which breach has a material and adverse effect on NFC’s NFRRC's interest in such Designated Retail LeaseReceivable, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio CertificateCertificate unless, Harco Leasing willin either case, unless such breach shall have been cured in all material respects, respects (each a "Repurchase Event") as of the Second second Accounting Date following NFC's discovery or its receipt of notice of breach (or or, at the option of Harco LeasingNFC's election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate, all such Designated Retail Leases which are then included in the Series 20042002-B Portfolio Interest), as applicable, Interest or Series 2002-B Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and ----------------- agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s 's representations and warranties contained in Section 3.01 hereof with respect to ------------ any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section ------- 5.04 hereof with respect to any Designated Retail Lease, the Series 2004-B 200 ---- - Portfolio Interest or the Series 2004-B 200 Portfolio Certificate, which breach has a - material and adverse effect on NFC’s 's interest in such Designated Retail Lease, the Series 2004-B 200 Portfolio Interest or the Series 2004-B 200 Portfolio Certificate, - - Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B 200 Portfolio Interest or the Series 2004-B 200 Portfolio Certificate, all - - Designated Retail Leases which are then included in the Series 2004-B 200 Portfolio - Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s 's right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s 's expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. If any of the following events (each, a “Sale Agreement Event of Repurchase”) occurs and is continuing with respect to a Pool Asset: (a) Harco Leasing hereby covenants and agrees any representation or warranty by an Originator hereunder with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of respect to such Pool Asset is incorrect either (i) a breach of in any of Harco Leasing’s representations and warranties contained in Section 3.01 hereof with material respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing in any manner that adversely affects the value or collectability of Section 5.04 hereof such Pool Asset, in each case, when made or deemed made; (b) an Originator fails to perform or observe any other term, covenant or agreement with respect to such Pool Assets set forth in any Designated Retail Lease, the Series 2004-B Portfolio Interest Transaction Document or the Series 2004-B Portfolio Certificate, which breach has a material and adverse effect on NFC’s interest in such Designated Retail Lease, the Series 2004-B Portfolio Interest any related Receivable Documentation or the Series 2004-B Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, all Designated Retail Leases which are then included in the Series 2004-B Portfolio Interest)Loan Documents, as applicable, from NFCon its part to be performed or observed and such failure shall or could reasonably be expected to have an adverse effect on the collectability of such Pool Asset; or (c) either (i) an Originator instructs the related Account Debtor or Obligor to pay any amount with respect to such Pool Asset to an account other than a Lockbox, by delivering an Originator Specified Account, an Originator Collection Account, a Seller Collection Account or the Concentration Account or (ii) the related Account Debtor or Obligor refuses to make any payment to a Lockbox, an Originator Specified Account, an Originator Collection Account, a Seller Collection Account or the Concentration Account (unless to the Indenture Trustee for deposit extent such refusal to pay is due to the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to such Account Debtor or Obligor)), then, the related Originator shall immediately deliver notice thereof to the Company and the Administrative Agent and, at the time, in the Collection Account on manner and otherwise as hereinafter set forth, repurchase such Pool Asset; provided, however, that if an Event of Repurchase shall have occurred under the Business Day preceding Receivables Financing Agreement with respect to such Pool Asset, then such event shall also constitute a Sale Agreement Event of Repurchase for purposes of this Agreement. The repurchase price for a Pool Asset shall be the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any Unpaid Balance of such Designated Retail LeasePool Asset at such time and shall be paid to the Concentration Account in immediately available funds by no later than the second (2nd) Business Day following demand therefor by the Company or the Administrative Agent. It is understood and agreed that Upon the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt payment in full of the Warranty Payment repurchase price with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust AssetsPool Asset, such assignment being an assignment outright Pool Asset shall hereby be, and not for security. Upon be deemed to be, repurchased by the assignment of such Warranty Receivable related Originator from the Company without recourse to or warranty by the Company, the Administrative Agent or any Purchaser but free and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free clear of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on lien, encumbrance or other Adverse Claim created by or through the ground that it is not a real party in interest or a holder entitled to enforce Company, the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such PersonAdministrative Agent and each Purchaser.

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco Leasing’s NFC's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable or (ii) a breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate, Certificate which breach has a material and adverse effect on NFC’s NFRRC's interest in such Designated Retail LeaseReceivable, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio CertificateCertificate unless, Harco Leasing willin either case, unless such breach shall have been cured in all material respects, respects (each a "Repurchase Event") as of the Second second Accounting Date following NFC's discovery or its receipt of notice of breach (or or, at the option of Harco LeasingNFC's election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate, all such Designated Retail Leases which are then included in the Series 20042003-B A Portfolio Interest), as applicable, Interest or Series 2003-A Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate, which breach has a material and adverse effect on NFC’s interest in such Designated Retail Lease, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate, all Designated Retail Leases which are then included in the Series 2004-B A Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, which breach has a material and adverse effect on NFC’s interest in such the Designated Retail Lease, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such the Designated Retail Lease (or, in the case of the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, all Designated Retail Leases which are then included in the Series 20042006-B ARC Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such the Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) If a breach of any of Harco Leasing’s representations and warranties contained in Section 3.01 hereof Repurchase Event with respect to any Designated Lease Purchased Receivable occurs and is continuing, then the applicable Seller shall repurchase such Purchased Receivable, or (iia) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail LeaseRepurchase Events that are the result of Dilutions, within three (3) Business Days after the Expected Payment Date, (b) with respect to a Repurchase Event that is a Deemed Dispute, the Series 2004-B Portfolio Interest date on which such Purchased Receivable is 30 days past the Expected Payment Date in the absence of any Insolvency Event with respect to the Account Debtor, and (c) with respect to all Repurchase Events that are not the result of Dilution or a Deemed Dispute, within three (3) Business Days of such occurrence (the “Repurchase Date”). The Repurchase Price for such Purchased Receivable and all other amounts due under the Transaction Documents with respect to such Purchased Receivable shall be paid to the Purchaser Account in immediately available funds on the Repurchase Date. Upon payment in full of the Repurchase Price for the Purchased Receivable and all amounts due under the Transaction Documents with respect to such Purchased Receivable, such Purchased Receivable shall be repurchased by the applicable Seller from the Purchaser without recourse to or warranty by the Purchaser. Upon receipt by the Purchaser of the Repurchase Price paid by the applicable Seller, the security interest and all other right, title and interest of the Purchaser in such repurchased Purchased Receivable shall be automatically released and otherwise extinguished and such Seller shall have all right, title and interest in and to such repurchased Purchased Receivable. Each Seller agrees that the Purchaser may set off any amounts which may be payable by the Purchaser to such Seller against any unpaid obligation of such Seller under this Section 5. Notwithstanding the foregoing, if any applicable Seller repurchases any Purchased Receivables pursuant to this Agreement as a result of Repurchased Event caused by a Deemed Dispute and it is later determined to the reasonable satisfaction of the Purchaser that the related failure to pay was in fact due to or the Series 2004-B Portfolio Certificateresult of an Insolvency Event with respect to the related Account Debtor or such Account Debtor’s financial inability to pay, which breach has a material and adverse effect on NFC’s interest general lack of creditworthiness, or other deterioration in financial or credit condition, then the Purchaser shall promptly (but no later than ten (10) calendar days after any such Designated Retail Lease, determination) repay to the Series 2004-B Portfolio Interest or applicable Seller the Series 2004-B Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as amount of the Second Accounting Date (or at related Repurchase Price so paid to the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of Purchaser by such breach, repurchase Seller in connection with such Designated Retail Lease (orrepurchase. In addition, in the case of the Series 2004-B Portfolio Interest a Dilution or the Series 2004-B Portfolio Certificate, all Designated Retail Leases which are then included in the Series 2004-B Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment Dispute with respect to a Designated Retail Lease any Purchased Receivable which occurs after the related Purchase Date and is a Warranty not reflected in the applicable Purchase Price for such Purchased Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest Dilution or a holder entitled Dispute with respect to enforce the Warranty entire amount of such Purchased Receivable, NFC shallthe applicable Seller may, at Harco Leasing’s expensein lieu of repurchasing such Purchased Receivable and after such applicable Seller has provided written notice of its intent to do so to the Purchaser thereof, take instead pay to the Purchaser in cash, on the applicable Repurchase Date therefor (such steps date, the “Adjustment Amount Payment Date”), the applicable Adjustment Amount. In the case of any such election by the applicable Seller to pay the applicable Adjustment Amount, such Purchased Receivable shall remain the property of the Purchaser and shall not deemed to be resold to as Harco Leasing deems necessary repurchased by such Seller. In the case the Purchaser provides written notice to enforce any applicable Seller that such Seller has failed to pay any outstanding Adjustment Amount within one (1) Business Day after the Warranty ReceivableAdjustment Amount Payment Date, including bringing suit in such event shall be deemed to be a payment failure on a Recourse Obligation under the name terms of such Personthis Agreement (an “Adjustment Amount Payment Event”).

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate, which breach has a material and adverse effect on NFC’s interest in such Designated Retail Lease, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate, all Designated Retail Leases which are then included in the Series 20042005-B A Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco LeasingNFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable or (ii) a breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate, Certificate which breach has a material and adverse effect on NFCNFRRC’s interest in such Designated Retail LeaseReceivable, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio CertificateCertificate unless, Harco Leasing willin either case, unless such breach shall have been cured in all material respects, respects (each a “Repurchase Event”) as of the Second second Accounting Date following NFC’s discovery or its receipt of notice of breach (or or, at the option of Harco LeasingNFC’s election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate, all such Designated Retail Leases which are then included in the Series 2004-B A Portfolio Interest), as applicable, Interest or Series 2004-A Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate, which breach has a material and adverse effect on NFC’s 's interest in such Designated Retail Lease, the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate, all Designated Retail Leases which are then included in the Series 20042003-B Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (ba) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s 's right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s 's expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing hereby covenants and agrees with NFC for the benefit of NFC, NFRRC, the Issuer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate, which breach has a material and adverse effect on NFC’s 's interest in such Designated Retail Lease, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as of the Second Accounting Date (or at the option of Harco Leasing, the first Accounting Date) after Harco Leasing discovered or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate, all Designated Retail Leases which are then included in the Series 20042002-B Portfolio Interest), as applicable, from NFC, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Date immediately following such Accounting Date an amount equal to the Warranty Payment for any such Designated Retail Lease. It is understood and agreed that the obligation of Harco Leasing to repurchase any Designated Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing for such breach available to NFC or any of its assignees. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s 's right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s 's expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing Seller hereby covenants and agrees with NFC Buyer for the benefit of NFC, NFRRC, the Issuer Buyer and the Indenture Trustee that in the event of (i) a breach of any of Harco Leasing’s Seller's representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Sold Receivable, or (ii) a breach by Harco Leasing of Section 5.04 hereof with respect to any Designated Retail Lease, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, which breach has a material and adverse effect on NFC’s interest in such Designated Retail Lease, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, Harco Leasing will, unless such breach shall have been cured in all material respects, as or (ii) a breach by Seller of the Second Accounting Date (or at the option of Harco LeasingSection 5.04 hereof with respect to any Sold Receivable, the first Accounting Date) after Harco Leasing discovered TRIP Portfolio Interest or received notice of the TRIP Portfolio Certificate, which breach has a material adverse effect on Buyer's interest in such breachSold Receivable, the TRIP Portfolio Interest or the TRIP Portfolio Certificate, Seller will repurchase such Designated Retail Lease Sold Receivable (or, in the case of the Series 2004-B TRIP Portfolio Interest or the Series 2004-B TRIP Portfolio Certificate, all Designated Retail Leases Sold Receivables which are then included in the Series 2004-B TRIP Portfolio Interest), as applicable, from NFCBuyer as of the last day of the second (or, if the Seller elects, the first) Monthly Period during which Seller discovered or received notice of such breach, by delivering to the Indenture Trustee for deposit in the Collection Account on the Business Day preceding the related Distribution Payment Date immediately following such Accounting Date Monthly Period an amount equal to the Warranty Payment for any such Designated Retail LeaseSold Receivable. It is understood and agreed that the obligation of Harco Leasing Seller to repurchase any Designated Retail Lease Sold Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing Seller for such breach available to NFC or any of its assigneesBuyer. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease Sold Receivable which is a Warranty Receivable, NFC Buyer shall assign, without recourse, representation or warranty, to Harco Leasing Seller all of NFC’s Buyer's right, title and interest in, to and under (i) such Warranty Receivable and the all Related Titling Trust AssetsAssets with respect to such Warranty Receivable, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing Seller shall own such Warranty Receivable and all such Related Titling Trust Assetssecurity and documents, free of any further obligations to NFC Buyer with respect thereto. If in any proceeding it is held that Harco Leasing Seller may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC Buyer shall, at Harco Leasing’s Seller's expense, take such steps as Harco Leasing Seller deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person. Seller will contribute any Warranty Receivable which is a Retail Lease and its Related Assets to the General Interest in the Titling Trust (or to such other person as shall be designated by Harco Leasing).

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco LeasingNFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable (except that NFC’s knowledge with respect to a breach of the representations and warranties contained in Section 3.01(bb) hereof shall be disregarded for purposes of NFC’s repurchase obligations pursuant this Section 5.04) or (ii) a breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, Certificate which breach has a material and adverse effect on NFCNFRRC’s interest in such Designated Retail LeaseReceivable, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio CertificateCertificate (each a “Repurchase Event”) unless, Harco Leasing willin either case, unless such breach shall have been cured in all material respects, respects as of the Second second Accounting Date following NFC’s discovery or its receipt of notice of breach (or or, at the option of Harco LeasingNFC’s election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, all such Designated Retail Leases which are then included in the Series 20042006-B ARC Portfolio Interest), as applicable, Interest or Series 2006-ARC Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.

Repurchase Events. (a) Harco Leasing By its execution of the Further Transfer and Servicing Agreements to which it is a party, NFC shall be deemed to acknowledge the assignment by NFRRC of such of its right, title and interest in, to and under this Agreement to the Subsequent Transferee as shall be provided in the Further Transfer and Servicing Agreements. NFC hereby covenants and agrees with NFC NFRRC for the benefit of NFC, NFRRC, the Issuer NFRRC and the Indenture Trustee Interested Parties, that in the event of (i) a breach of any of Harco LeasingNFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Lease Receivable, Receivable or (ii) a breach by Harco Leasing NFC of Section 5.04 5.03 hereof with respect to any Designated Retail LeaseReceivable, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, Certificate which breach has a material and adverse effect on NFCNFRRC’s interest in such Designated Retail LeaseReceivable, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio CertificateCertificate unless, Harco Leasing willin either case, unless such breach shall have been cured in all material respects, respects (each a “Repurchase Event”) as of the Second second Accounting Date following NFC’s discovery or its receipt of notice of breach (or or, at the option of Harco LeasingNFC’s election, the first Accounting Date) after Harco Leasing discovered Date following such discovery), NFC will repurchase the Designated Receivable (or received notice of such breach, repurchase such Designated Retail Lease (or, in the case of the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, all such Designated Retail Leases which are then included in the Series 2004-B Portfolio Interest), as applicable, Interest or Series 2004-B Portfolio Certificate) from NFC, by delivering to the Indenture Trustee for deposit in Subsequent Transferee (if the Collection Account Subsequent Transferee is then the Owner of such Designated Receivable) on the Business Day preceding the related Distribution Date immediately following such Accounting Date for an amount equal to the Warranty Payment Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for any which NFRRC is the Owner, NFC agrees to repurchase such Designated Retail LeaseReceivable from NFRRC for an amount and upon the same terms as NFC would be obligated to repurchase such Designated Receivable from the Subsequent Transferee if the Subsequent Transferee was then the Owner thereof, and upon payment of such amount, NFC shall have such rights with respect to such Designated Receivable as if NFC had purchased such Designated Receivable from the Subsequent Transferee as the Owner thereof. It is understood and agreed that the obligation of Harco Leasing NFC to repurchase any Designated Retail Lease Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against Harco Leasing NFC for such breach available to NFC NFRRC or any of its assigneesInterested Party. (b) Upon receipt of the Warranty Payment with respect to a Designated Retail Lease which is a Warranty Receivable, NFC shall assign, without recourse, representation or warranty, to Harco Leasing all of NFC’s right, title and interest in, to and under (i) such Warranty Receivable and the Related Titling Trust Assets, such assignment being an assignment outright and not for security. Upon the assignment of such Warranty Receivable and Related Titling Trust Assets, Harco Leasing shall own such Warranty Receivable and all such Related Titling Trust Assets, free of any further obligations to NFC with respect thereto. If in any proceeding it is held that Harco Leasing may not enforce a Warranty Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Warranty Receivable, NFC shall, at Harco Leasing’s expense, take such steps as Harco Leasing deems necessary to enforce the Warranty Receivable, including bringing suit in the name of such Person.