Common use of Repurchase Events Clause in Contracts

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate which breach has a material adverse effect on NFRRC’s interest in such Designated Receivable, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate unless, in either case, such breach shall have been cured in all material respects (each a “Repurchase Event”) as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 2004-B Portfolio Interest or Series 2004-B Portfolio Certificate, such Designated Retail Leases which are then included in the Series 2004-B Portfolio Interest or Series 2004-B Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate which breach has a material adverse effect on NFRRC’s 's interest in such Designated Receivable, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate unless, in either case, such breach shall have been cured in all material respects (each a “"Repurchase Event”") as of the second Accounting Date following NFC’s 's discovery or its receipt of notice of breach (or, at NFC’s 's election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 20042003-B A Portfolio Interest or Series 20042003-B A Portfolio Certificate, such Designated Retail Leases which are then included in the Series 20042003-B A Portfolio Interest or Series 20042003-B A Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate which breach has a material adverse effect on NFRRC’s 's interest in such Designated Receivable, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate unless, in either case, such breach shall have been cured in all material respects (each a “"Repurchase Event”") as of the second Accounting Date following NFC’s 's discovery or its receipt of notice of breach (or, at NFC’s 's election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 20042002-B Portfolio Interest or Series 20042002-B Portfolio Certificate, such Designated Retail Leases which are then included in the Series 20042002-B Portfolio Interest or Series 20042002-B Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate which breach has a material adverse effect on NFRRC’s interest in such Designated Receivable, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate unless, in either case, such breach shall have been cured in all material respects (each a “Repurchase Event”) as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 2004-B A Portfolio Interest or Series 2004-B A Portfolio Certificate, such Designated Retail Leases which are then included in the Series 2004-B A Portfolio Interest or Series 2004-B A Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate which breach has a material adverse effect on NFRRC’s 's interest in such Designated Receivable, the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate unless, in either case, such breach shall have been cured in all material respects (each a “"Repurchase Event”") as of the second Accounting Date following NFC’s 's discovery or its receipt of notice of breach (or, at NFC’s 's election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 20042003-B Portfolio Interest or Series 20042003-B Portfolio Certificate, such Designated Retail Leases which are then included in the Series 20042003-B Portfolio Interest or Series 20042003-B Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFC’s Harco Leasing's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate Certificate, which breach has a material and adverse effect on NFRRC’s NFC's interest in such Designated ReceivableRetail Lease, the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 20042002-B Portfolio Interest or the Series 20042002-B Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 20042002-B Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated 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 NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate which breach has a material adverse effect on NFRRC’s interest in such Designated Receivable, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate (each a “Repurchase Event”) unless, in either case, such breach shall have been cured in all material respects (each a “Repurchase Event”) as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, such Designated Retail Leases which are then included in the Series 20042006-B ARC Portfolio Interest or Series 20042006-B ARC Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s 's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a ------------ breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 2004-B 200 Portfolio Interest or the - Series 2004-B 200 Portfolio Certificate which breach has a material adverse effect on - NFRRC’s 's interest in such Designated Receivable, the Series 2004-B 200 Portfolio - Interest or the Series 2004-B 200 Portfolio Certificate unless, in either case, such - breach shall have been cured in all material respects (each a “"Repurchase ---------- Event”") as of the second Accounting Date following NFC’s 's discovery or its ----- receipt of notice of breach (or, at NFC’s 's election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 2004-B 200 Portfolio Interest or Series 2004-B 200 Portfolio - - Certificate, such Designated Retail Leases which are then included in the Series 2004-B 200 Portfolio Interest or Series 2004-B 200 Portfolio Certificate) from the - - Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 NFRRC for the benefit of NFRRC and the Interested Parties, that in the event of (i) a breach of any of NFC’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable or (ii) a breach by NFC of Section 5.03 hereof with respect to any Designated Receivable, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate which breach has a material adverse effect Material Adverse Effect on NFRRC’s interest in such Designated Receivable, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate (each a “Repurchase Event”) unless, in either case, such breach shall have been cured in all material respects (each a “Repurchase Event”) as of the second Accounting Date following NFC’s discovery or its receipt of notice of breach (or, at NFC’s election, the first Accounting Date following such discovery), NFC will repurchase the Designated Receivable (or in the case of the Series 20042005-B A Portfolio Interest or Series 20042005-B A Portfolio Certificate, such Designated Retail Leases which are then included in the Series 20042005-B A Portfolio Interest or Series 20042005-B A Portfolio Certificate) from the Subsequent Transferee (if the Subsequent Transferee is then the Owner of such Designated Receivable) on the related Distribution Date for an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 NFC to repurchase any Designated Receivable as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC for such breach available to NFRRC or any Interested Party.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFC’s Harco Leasing's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, 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 NFRRC’s NFC's interest in such Designated ReceivableRetail Lease, the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 20042003-B A Portfolio Interest or the Series 20042003-B A Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 20042003-B A Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFCHarco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate Certificate, which breach has a material and adverse effect on NFRRCNFC’s interest in such Designated ReceivableRetail Lease, the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 2004-B Portfolio Interest or the Series 2004-B Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 2004-B Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFCHarco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate Certificate, which breach has a material adverse effect on NFRRCNFC’s interest in such the Designated ReceivableRetail Lease, the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the Designated Receivable Retail Lease (or or, in the case of the Series 20042006-B ARC Portfolio Interest or the Series 20042006-B ARC Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 20042006-B ARC Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon Payment for any the occurrence of a Repurchase Event with respect to a Designated Receivable for which NFRRC is the Owner, NFC agrees to repurchase such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFCHarco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate Certificate, which breach has a material adverse effect on NFRRCNFC’s interest in such Designated ReceivableRetail Lease, the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 20042005-B A Portfolio Interest or the Series 20042005-B A Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 20042005-B A Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and ----------------- agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFC’s Harco Leasing's representations and warranties contained in Section 3.01 hereof with respect to ------------ any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 ------- 5.04 hereof with respect to any Designated ReceivableRetail Lease, 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 NFRRC’s NFC's interest in such Designated ReceivableRetail Lease, the Series 2004-B 200 Portfolio Interest or the Series 2004-B 200 Portfolio Certificate unlessCertificate, in either case- - Harco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 2004-B 200 Portfolio Interest or the Series 2004-B 200 Portfolio Certificate, such all - - Designated Retail Leases which are then included in the Series 2004-B 200 Portfolio Interest or Series 2004-B Portfolio Certificate) - Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFC’s Harco Leasing's representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate Certificate, which breach has a material and adverse effect on NFRRC’s NFC's interest in such Designated ReceivableRetail Lease, the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 20042003-B Portfolio Interest or the Series 20042003-B Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 20042003-B Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.

Repurchase Events. 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 (a) Harco Leasing hereby covenants and agrees with NFRRC NFC for the benefit of NFRRC NFC, NFRRC, the Issuer and the Interested Parties, Indenture Trustee that in the event of (i) a breach of any of NFCHarco Leasing’s representations and warranties contained in Section 3.01 hereof with respect to any Designated Receivable Lease Receivable, or (ii) a breach by NFC Harco Leasing of Section 5.03 5.04 hereof with respect to any Designated ReceivableRetail Lease, 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 NFRRCNFC’s interest in such Designated ReceivableRetail Lease, the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate unlessCertificate, in either caseHarco Leasing will, unless such breach shall have been cured in all material respects (each a “Repurchase Event”) respects, as of the second Second Accounting Date following NFC’s discovery (or its receipt at the option of notice of breach (or, at NFC’s electionHarco Leasing, the first Accounting Date following Date) after Harco Leasing discovered or received notice of such discovery)breach, NFC will repurchase the such Designated Receivable Retail Lease (or or, in the case of the Series 2004-B A Portfolio Interest or the Series 2004-B A Portfolio Certificate, such all Designated Retail Leases which are then included in the Series 2004-B A Portfolio Interest or Series 2004-B Portfolio Certificate) Interest), as applicable, from NFC, by delivering to the Subsequent Transferee (if Indenture Trustee for deposit in the Subsequent Transferee is then Collection Account on the Owner of such Designated Receivable) on Business Day preceding the related Distribution Date for immediately following such Accounting Date an amount equal to the Warranty Payment, without further notice from NFRRC hereunder. Upon the occurrence of a Repurchase Event with respect to a Designated Receivable Payment for which NFRRC is the Owner, NFC agrees to repurchase any such Designated Receivable 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 thereofRetail Lease. It is understood and agreed that the obligation of NFC Harco Leasing to repurchase any Designated Receivable Retail Lease as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against NFC Harco Leasing for such breach available to NFRRC NFC or any Interested Partyof its assignees.