Common use of Retransfer of Trust Portfolio Clause in Contracts

Retransfer of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in Section 2.4(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Noteholders or of the Trustee hereunder or on the ability of the Transferor to perform its obligations hereunder, either the Trustee, or the Holders of a principal amount of Notes aggregating more than 662/3% of the Aggregate Principal Amount, by notice then given in writing to the Transferor (and to the Trustee and the Servicer, if given by the Noteholders), may direct the Transferor to accept retransfer of all of the Included Leases and the Transferor shall be obligated to accept retransfer of such Leases on a Distribution Date specified by the Transferor (such date, the "Retransfer Date") occurring within the period of 60 days after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, at any time during such applicable period, the representations and warranties contained in Section 2.4(a) shall then be true and correct in all material respects. The Transferor shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Leases in the Collection Account for distribution to the Noteholders pursuant to Section 12.3. The deposit amount for such retransfer will be equal to the sum of (i) the Aggregate Adjusted Principal Amount at the end of the day on the Business Day preceding the Distribution Date on which the retransfer is scheduled to be made, plus (ii) an amount equal to all interest accrued but unpaid on the Notes at the applicable Note Rate through such Distribution Date, plus (iii) an amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider (to the extent set forth in the applicable Supplement) less (iv) the amount, if any, available in the Collection Account and the Excess Funding Account on such Transfer Date. On the Retransfer Date immediately following the Transfer Date on which such amount has been deposited in full into the Collection Account, the Included Leases and all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof, all rights to security for any such Leases, and all proceeds and products of the foregoing, shall be transferred to the Transferor, and the Trustee shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment), as shall be prepared and reasonably requested by the Transferor to vest in the Transferor, or its designee or assignee, all right, title and interest of the Trust in, to and under the Included Leases, all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee or the Noteholders give a notice directing the Transferor to accept a retransfer as provided above, the obligation of the Transferor to accept a retransfer of the Included Leases pursuant to Section 2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.4(a) available to the Noteholders or the Trustee on behalf of the Noteholders.

Retransfer of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in Section subsection 2.4(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights or Section 4.1(j) or (k) of the Noteholders or of the Trustee hereunder or on the ability of the Transferor to perform its obligations hereunderReceivables Purchase Agreement, either the Trustee, or the Holders of a principal amount of Notes Investor Certificates evidencing Undivided Interests aggregating more not less than 662/325% of the Aggregate Principal Investor Amount, by notice then given in writing to the Transferor JCPR (and to the Trustee and the Servicer, if given by the NoteholdersInvestor Certificateholders), may direct the Transferor JCPR to accept retransfer of all of the Included Leases Receivables after 45 days of such notice, or within such longer period as may be specified in such notice, and the Transferor JCPR shall be obligated to accept retransfer of such Leases Receivables on a Distribution Date specified by the Transferor (such date, the "Retransfer Date") first occurring within the period of 60 days after such notice applicable period on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, at any time during such applicable period, period the representations and warranties contained in Section subsection 2.4(a) or subsection 4.1(j) or (k) of the Receivables Purchase Agreement, as the case may be, shall then be true and correct in all material respects. The Transferor JCPR shall deposit on the Retransfer Transfer Date (in next day funds) for the related Distribution Date an amount equal to the deposit amount provided in the next sentence for such Leases Receivables in the Collection Distribution Account for distribution to the Noteholders Investor Certificateholders pursuant to Section 12.3. The deposit amount for such retransfer will be equal to the sum of (i) the Aggregate Adjusted Principal Investor Amount at the end of the day on the Business Day last day of the Monthly Period preceding the Distribution Date on which the retransfer is scheduled to be made, plus (ii) an amount equal to all interest accrued but unpaid on the Notes Investor Certificates of each Series at the applicable Note Rate relevant Certificate Rates through such Distribution Datelast day, plus (iii) an less the amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider (transferred to the extent set forth in Distribution Account from the applicable Supplement) less (iv) the amount, if any, available in the Collection Account and the Excess Funding Finance Charge Account on such Transfer DateDate in respect of Certificate Interest for such Series. Payment of the deposit amount and all other amounts in the Distribution Account in respect of the preceding Monthly Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Retransfer Distribution Date immediately following the Transfer Date on which such amount has been deposited in full into the Collection Distribution Account, the Included Leases Receivables and all monies due or to become due with respect thereto, the related Equipment thereto and all proceeds thereof, all rights to security for any such Leases, and all proceeds and products of the foregoing, Receivables and Insurance Proceeds relating thereto shall be transferred to the TransferorJCPR, and the Trustee shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment)warranty, as shall be prepared and reasonably requested by the Transferor JCPR to vest in the TransferorJCPR, or its designee or assigneeassignee (including JCPenney as contemplated by the provisions of the Receivables Purchase Agreement corresponding to this subsection 2.4(e)), all right, title and interest of the Trust in, to and under the Included LeasesReceivables, all monies due or to become due with respect thereto, the related Equipment thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee or the Noteholders Investor Certificateholders give a notice directing the Transferor JCPR to accept a retransfer as provided above, the obligation of the Transferor JCPR to accept a retransfer of the Included Leases Receivables pursuant to Section subsection 2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section subsection 2.4(a) available to the Noteholders Investor Certificateholders or the Trustee on behalf of the NoteholdersInvestor Certificateholders.

Retransfer of Trust Portfolio. In the event of a breach of any of the representations and warranties set forth in Section 2.4(asubsection 2.5(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Noteholders or of the Trustee Collateral Agent hereunder or on the ability of the Transferor Seller to perform its obligations hereunder, either the TrusteeCollateral Agent, or or, so long as any Series of Class A Notes remains outstanding, the Holders of a principal amount of Notes aggregating more than 662/3% of the Aggregate Principal AmountControlling Party, by notice then given in writing to the Transferor Seller, the Issuer Trustee and the Servicer (and to the Trustee and the ServicerCollateral Agent, if given by the NoteholdersControlling Party), may direct the Transferor Seller to accept retransfer of all of the Included Leases Contracts in the Contract Pool and the Transferor Seller shall be obligated to accept retransfer of such Leases Contracts on a Distribution Date specified by the Transferor Seller (such date, the "Retransfer Date") occurring within the period of 60 days after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, at any time during on or before expiration of such applicable period, the representations and warranties contained in Section 2.4(asubsection 2.5(a) shall then be made true and correct in all material respects. The Transferor Seller shall deposit on the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Leases Contracts in the Collection Account for distribution to the Noteholders pursuant to Section 12.313.3. The deposit amount for such retransfer will be equal to the sum of (i) the Aggregate Adjusted Principal Amount of the Notes of all Series at the end of the day on the Business Day preceding the Distribution Date on which the retransfer is scheduled to be made, plus (ii) an amount equal to all interest accrued but unpaid on the Notes at the applicable Note Interest Rate through such Distribution Date, plus (iii) an amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider Credit Enhancer (to the extent set forth in the applicable Supplement) less (iv) the amount, if any, available in the Collection Account and the Excess Funding Reserve Account on such Transfer Date. On the Retransfer Date immediately following the Transfer Date on which such amount has been deposited in full into the Collection Account, the Included Leases Contracts in the Contract Pool (or security interests therein) and all monies due or to become due with respect thereto, the related Equipment (or security interests therein) and all proceeds thereof, all rights to security for any such LeasesContracts, and all proceeds and products of the foregoing, shall be transferred to the TransferorSeller, and the Trustee Issuer Trustee, on behalf of the Trust, and the Collateral Agent shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment)warranty, as shall be prepared and reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trust and the Collateral Agent in, to and under the Included LeasesContracts in the Contract Pool, all monies due or to become due with respect thereto, the related Equipment and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee Collateral Agent or the Noteholders give a notice directing the Transferor Seller to accept a retransfer as provided above, the obligation of the Transferor Seller to accept a retransfer of the Included Leases Contracts in the Contract Pool pursuant to Section 2.4(ethis subsection 2.5(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section 2.4(asubsection 2.5(a) available to the Noteholders or the Trustee Collateral Agent on behalf of the NoteholdersSecured Parties.

Retransfer of Trust Portfolio. In the event of a breach of any of ----------------------------- the representations and warranties set forth in Section subsection 2.4(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Noteholders or of the Trustee hereunder or on the ability of the Transferor to perform its obligations hereunder), either ----------------- the Trustee, or the Holders of a principal amount of Notes Investor Certificates evidencing Undivided Interests aggregating more not less than 662/325% of the Aggregate Principal AmountInvestor Amount of any Series, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the NoteholdersInvestor Certificateholders), may direct the Transferor Seller to accept retransfer of all of the Included Leases Principal Receivables following the period of 45 days after such notice, or within such longer period as may be specified in such notice, and the Transferor Seller shall be obligated to accept retransfer of such Leases Receivables on a Distribution Date specified by the Transferor (such date, the "Retransfer Date") first occurring within the period of 60 days after such notice applicable period on the terms and conditions set forth below; provided, however, -------- ------- that no such retransfer shall be required to be made if, at any time during such applicable period, period the representations and warranties contained in Section subsection 2.4(a) shall then be true and correct in all material respects. The Transferor ----------------- Seller shall deposit on the Retransfer Transfer Date (in next day funds) for the related Distribution Date an amount equal to the deposit amount provided in the next sentence for such Leases Receivables in the Collection Distribution Account for distribution to the Noteholders Investor Certificateholders pursuant to Section 12.312.3 to ------------ the extent the Seller has received such funds from FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. The deposit amount for such retransfer will be equal to the sum of (i) the Aggregate Adjusted Principal Investor Amount at the end of the day on the Business Day last day of the Monthly Period preceding the Distribution Date on which the retransfer is scheduled to be made, less the amount, if any, transferred to the Distribution Account on such Transfer Date for application to principal payments in respect of Investor Certificates, plus (ii) an amount equal to all interest accrued but unpaid on the Notes Investor Certificates at the applicable Note Certificate Rate through such Distribution Datelast day, plus (iii) an less the amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider (transferred to the extent set forth in Distribution Account from the applicable Supplement) less (iv) the amount, if any, available in the Collection Account and the Excess Funding Finance Charge Account on such Transfer DateDate in respect of Certificate Interest. Payment of the deposit amount and all other amounts in the Distribution Account in respect of the preceding Monthly Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Retransfer Distribution Date immediately following the Transfer Date on which such amount has been deposited in full into the Collection Distribution Account, the Included Leases Receivables and all monies due or to become due with respect thereto, the related Equipment thereto and all proceeds thereof, all rights to security for any such Leases, and all proceeds and products of the foregoing, Receivables and Insurance Proceeds relating thereto shall be transferred to the TransferorSeller, and the Trustee shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment)warranty, as shall be prepared and reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trust in, to and under the Included LeasesReceivables, all monies due or to become due with respect thereto, the related Equipment thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee or the Noteholders Investor Certificateholders give a notice directing the Transferor Seller to accept a retransfer as provided above, the obligation of the Transferor Seller to accept a retransfer of the Included Leases Receivables pursuant to Section this subsection 2.4(e) shall constitute the sole ----------------- remedy respecting a breach of the representations and warranties contained in Section subsection 2.4(a) available to the Noteholders Investor Certificateholders or the ----------------- Trustee on behalf of the NoteholdersInvestor Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(e) shall not give rise to any claim against the -------------- Seller.

Retransfer of Trust Portfolio. In the event of a breach of any of ----------------------------- the representations and warranties set forth in Section subsection 2.4(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Noteholders or of the Trustee hereunder or on the ability of the Transferor to perform its obligations hereunder), either the ----------------- Trustee, or the Holders of a principal amount of Notes Investor Certificates evidencing Undivided Interests aggregating more not less than 662/325% of the Aggregate Principal AmountInvestor Amount of any Series, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the NoteholdersInvestor Certificateholders), may direct the Transferor Seller to accept retransfer of all of the Included Leases Principal Receivables following the period of 45 days after such notice, or within such longer period as may be specified in such notice, and the Transferor Seller shall be obligated to accept retransfer of such Leases Receivables on a Distribution Date specified by the Transferor (such date, the "Retransfer Date") first occurring within the period of 60 days after such notice applicable period on the terms and conditions set forth below; provided, however, that no such retransfer shall be -------- ------- required to be made if, at any time during such applicable period, period the representations and warranties contained in Section subsection 2.4(a) shall then be true ----------------- and correct in all material respects. The Transferor Seller shall deposit on the Retransfer Transfer Date (in next day funds) for the related Distribution Date an amount equal to the deposit amount provided in the next sentence for such Leases Receivables in the Collection Distribution Account for distribution to the Noteholders Investor Certificateholders pursuant to Section 12.312.3 to the extent the Seller has received such funds from ------------ FCNB under the Receivables Purchase Agreement, and, if Seller has not received such funds, to the extent Seller has funds available for such purpose after amounts payable to Securityholders (as defined in the Receivables Purchase Agreement) have been paid in full. The deposit amount for such retransfer will be equal to the sum of (i) the Aggregate Adjusted Principal Investor Amount at the end of the day on the Business Day last day of the Monthly Period preceding the Distribution Date on which the retransfer is scheduled to be made, less the amount, if any, transferred to the Distribution Account on such Transfer Date for application to principal payments in respect of Investor Certificates, plus (ii) an amount equal to all interest accrued but unpaid on the Notes Investor Certificates at the applicable Note Certificate Rate through such Distribution Datelast day, plus (iii) an less the amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider (transferred to the extent set forth in Distribution Account from the applicable Supplement) less (iv) the amount, if any, available in the Collection Account and the Excess Funding Finance Charge Account on such Transfer DateDate in respect of Certificate Interest. Payment of the deposit amount and all other amounts in the Distribution Account in respect of the preceding Monthly Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Retransfer Distribution Date immediately following the Transfer Date on which such amount has been deposited in full into the Collection Distribution Account, the Included Leases Receivables and all monies due or to become due with respect thereto, the related Equipment thereto and all proceeds thereof, all rights to security for any such Leases, and all proceeds and products of the foregoing, Receivables and Insurance Proceeds relating thereto shall be transferred to the TransferorSeller, and the Trustee shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment)warranty, as shall be prepared and reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trust in, to and under the Included LeasesReceivables, all monies due or to become due with respect thereto, the related Equipment thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee or the Noteholders Investor Certificateholders give a notice directing the Transferor Seller to accept a retransfer as provided above, the obligation of the Transferor Seller to accept a retransfer of the Included Leases Receivables pursuant to Section this subsection 2.4(e) shall constitute the sole remedy ----------------- respecting a breach of the representations and warranties contained in Section subsection 2.4(a) available to the Noteholders Investor Certificateholders or the Trustee on ----------------- behalf of the NoteholdersInvestor Certificateholders. Each party hereto agrees that the failure by the Seller to make the deposit in accordance with this Section 2.4(e) -------------- shall not give rise to any claim against the Seller.

Retransfer of Trust Portfolio. In the event of a breach of any of the ----------------------------- representations and warranties set forth in Section subsection 2.4(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Noteholders or of the Trustee hereunder or on the ability of the Transferor to perform its obligations hereunderhereof, either the Trustee, or the Holders of a principal amount of Notes Investor Certificates evidencing Undivided Interests aggregating more than 662/350% of the Aggregate Principal Investor Amount, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the NoteholdersInvestor Certificateholders), may direct the Transferor Seller to accept retransfer of all of the Included Leases Principal Receivables within the period of 60 days after such notice, or within such longer period (not to exceed 120 days) as may be specified in such notice, and the Transferor Seller shall be obligated to accept retransfer of such Leases Receivables on a Distribution Date specified by the Transferor Seller (such date, the "Retransfer DateRate") occurring within the such applicable period of 60 days after such notice on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, at any time during such applicable period, period the representations and warranties contained in Section subsection 2.4(a) hereof shall then be true and correct in all material respects. The Transferor Seller shall deposit on the Transfer Date (in next day funds) for the Retransfer Date an amount equal to the deposit amount provided in the next sentence for such Leases Receivables in the Collection Distribution Account for distribution to the Noteholders Investor Certificateholders pursuant to Section 12.3. The deposit amount for such retransfer will be equal to the sum of (i) the Aggregate Adjusted Principal Investor Amount at the end of the day on the Business Day last day of the Monthly Period preceding the Distribution Date on which the retransfer is scheduled to be made, less the amount, if any, transferred to the Distribution Account on such Transfer Date for application to principal payments in respect of Investor Certificates, plus (ii) an amount equal to all interest accrued but unpaid on the Notes Investor Certificates at the applicable Note Certificate Rate through such Distribution Date, less the amount transferred to the Distribution Account from the Finance Charge Subaccount on such Transfer Date in respect of Certificate Interest plus (iii) an amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider (to the extent set forth in the applicable Supplement) less (iv) ). Payment of the amount, if any, available deposit amount and all other amounts in the Collection Distribution Account and in respect of the Excess Funding Account on such Transfer Datepreceding Monthly Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Retransfer Date that is on or immediately following the Transfer Date on which such amount has been deposited in full into the Collection Distribution Account, the Included Leases Receivables and all monies due or to become due with respect thereto, the related Equipment thereto and all proceeds thereof, all rights to security for any such Leases, and all proceeds and products of the foregoing, Receivables and Insurance Proceeds relating thereto shall be transferred to the TransferorSeller, and the Trustee shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment)warranty, as shall be prepared and reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trust in, to and under the Included LeasesReceivables, all monies due or to become due with respect thereto, the related Equipment thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee or the Noteholders Investor Certificateholders give a notice directing the Transferor Seller to accept a retransfer as provided above, the obligation of the Transferor Seller to accept a retransfer of the Included Leases Receivables pursuant to Section subsection 2.4(e) shall constitute the sole remedy respecting a breach of the representations and warranties contained in Section subsection 2.4(a) available to the Noteholders Investor Certificateholders or the Trustee on behalf of the NoteholdersInvestor Certificateholders.

Retransfer of Trust Portfolio. In the event of a breach of any of ----------------------------- the representations and warranties set forth in Section subsection 2.4(a) hereof which breach could reasonably be expected to have a material adverse affect on the rights of the Noteholders or of the Trustee hereunder or on the ability of the Transferor to perform its obligations hereunder), either ----------------- the Trustee, or the Holders of a principal amount of Notes Investor Certificates evidencing Undivided Interests aggregating more not less than 662/325% of the Aggregate Principal AmountInvestor Amount of any Series, by notice then given in writing to the Transferor Seller (and to the Trustee and the Servicer, if given by the NoteholdersInvestor Certificateholders), may direct the Transferor Seller to accept retransfer of all of the Included Leases Principal Receivables following the period of 45 days after such notice, or within such longer period as may be specified in such notice, and the Transferor Seller shall be obligated to accept retransfer of such Leases Receivables on a Distribution Date specified by the Transferor (such date, the "Retransfer Date") first occurring within the period of 60 days after such notice applicable period on the terms and conditions set forth below; provided, however, that no such retransfer shall be required to be made if, -------- ------- at any time during such applicable period, period the representations and warranties contained in Section subsection 2.4(a) shall then be true and correct in ----------------- all material respects. The Transferor Seller shall deposit on the Retransfer Transfer Date (in next day funds) for the related Distribution Date an amount equal to the deposit amount provided in the next sentence for such Leases Receivables in the Collection Distribution Account for distribution to the Noteholders Investor Certificateholders pursuant to Section 12.3. The deposit amount for such retransfer will be ------------ equal to the sum of (i) the Aggregate Adjusted Principal Investor Amount at the end of the day on the Business Day last day of the Monthly Period preceding the Distribution Date on which the retransfer is scheduled to be made, less the amount, if any, transferred to the Distribution Account on such Transfer Date for application to principal payments in respect of Investor Certificates, plus (ii) an amount equal to all interest accrued but unpaid on the Notes Investor Certificates at the applicable Note Certificate Rate through such Distribution Datelast day, plus (iii) an less the amount sufficient to pay all unreimbursed amounts owing to each Enhancement Provider (transferred to the extent set forth in Distribution Account from the applicable Supplement) less (iv) the amount, if any, available in the Collection Account and the Excess Funding Finance Charge Account on such Transfer DateDate in respect of Certificate Interest. Payment of the deposit amount and all other amounts in the Distribution Account in respect of the preceding Monthly Period shall be considered a prepayment in full of the Receivables represented by the Investor Certificates. On the Retransfer Distribution Date immediately following the Transfer Date on which such amount has been deposited in full into the Collection Distribution Account, the Included Leases Receivables and all monies due or to become due with respect thereto, the related Equipment thereto and all proceeds thereof, all rights to security for any such Leases, and all proceeds and products of the foregoing, Receivables and Insurance Proceeds relating thereto shall be transferred to the TransferorSeller, and the Trustee shall execute and deliver such instruments of transfer, in each case without recourse, representation or warranty (other than that the Trustee has not encumbered any such Lease and the related Equipment)warranty, as shall be prepared and reasonably requested by the Transferor Seller to vest in the TransferorSeller, or its designee or assignee, all right, title and interest of the Trust in, to and under the Included LeasesReceivables, all monies due or to become due with respect thereto, the related Equipment thereto (including all Finance Charge Receivables) and all proceeds thereof and Insurance Proceeds relating thereto. If the Trustee or the Noteholders Investor Certificateholders give a notice directing the Transferor Seller to accept a retransfer as provided above, the obligation of the Transferor Seller to accept a retransfer of the Included Leases Receivables pursuant to Section subsection 2.4(e) shall constitute the sole remedy ----------------- respecting a breach of the representations and warranties contained in Section subsection 2.4(a) available to the Noteholders Investor Certificateholders or the ---------------- Trustee on behalf of the NoteholdersInvestor Certificateholders.