Common use of Offering of Certificates Clause in Contracts

Offering of Certificates. Neither the Transferor nor any agent acting on its behalf has, directly or indirectly, offered any Certificate or any similar security of the Transferor for sale to, or solicited any offer to buy any Certificate or any similar security of the Transferor from, or otherwise approached or negotiated with respect thereto, with any Person which, and neither the Transferor nor any agent acting on its behalf has taken or will take any action which, would subject the issuance or sale of any Certificate to the provisions of Section 5 of the Act or to the qualification provisions of any securities or blue sky law of any applicable jurisdiction. In the event of a breach with respect to any Receivable of the representation and warranty set forth in Section 2.04(e) on the date of Transfer for such Receivable (a) which cannot be cured by the Business Day following the first day on which a Responsible Officer of the Transferor has knowledge thereof and (b) which causes the Net Receivables Balance to be less than the Required Net Receivables Balance, the Transferor shall repurchase such Receivable (a "Reconveyed Receivable") from the Trust such that the payment for such Reconveyed Receivable is sufficient to cause the Net Receivables Balance to be equal to or greater than the Required Net Receivables Balance. The Servicer shall deduct the unpaid balance of such Reconveyed Receivable from the balance of Eligible Receivables in the Trust and on and after the date of such removal, such Reconveyed Receivable shall not be included in the calculation of the Net Receivables Balance. As payment for such Reconveyed Receivable, the Transferor shall make or cause to be made a deposit in the Cure Account of each outstanding Series in immediately available funds in an amount equal to the ratable share for such Series (determined pursuant to Section 4.03) of the aggregate of the unpaid principal balance of such Reconveyed Receivable. The Transferor shall make such deposits, or cause such deposits to be made, by the close of business on the Business Day following the day a Responsible Officer of the Transferor obtains knowledge of the existence of such Reconveyed Receivable. Such deposits shall be considered payment in full for such Reconveyed Receivable during the Collection Period in which such payment occurs. Upon the written Pooling and Servicing Agreement instruction of the Servicer, Collections related to Reconveyed Receivables shall be withdrawn from the Cure Account and deposited by the Trustee to the Transferor Account. At the option and expense of the Servicer or the Transferor, the Trustee shall execute such documents and instruments of transfer or assignment as shall be prepared by the Transferor or the Servicer, and shall take such other actions as shall reasonably be requested by the Transferor, to effect the removal of such Reconveyed Receivable from the Trust pursuant to this paragraph. Upon removal of a Reconveyed Receivable from the Trust, the Trustee shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to or upon the order of the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Reconveyed Receivable and Collections with respect thereto and all proceeds thereof. The obligation of the Transferor set forth in this paragraph shall constitute the sole remedy respecting any breach of the representations and warranties set forth in this Section 2.04(e) made on the date of Transfer of and with respect to such Receivable available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any other Indemnified Party. The representations and warranties set forth in this Section 2.04 shall survive the Transfer of the Receivables to the Trust and the issuance of the Certificates, and shall cease and be of no effect upon the indefeasible repayment in full of the Invested Amount of the last outstanding Series and all other obligations of the Transferor hereunder. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties and to any Enhancement Provider. The Trustee's obligations in respect of any such breach are limited as provided in Section 11.02(g).

Offering of Certificates. Neither the Transferor nor any agent acting on its behalf has, directly or indirectly, offered any Certificate or any similar security of the Transferor for sale to, or solicited any offer to buy any Certificate or any similar security of the Transferor from, or otherwise approached or negotiated with respect thereto, with any Person which, and neither the Transferor nor any agent acting on its behalf has taken or will take any action which, would subject the issuance or sale of any Certificate to the provisions of Section 5 of the Act or to the qualification provisions of any securities or blue sky law of any applicable jurisdiction. In the event of a breach with respect to any Receivable Receivables of the representation and warranty set forth in Section 2.04(e2.04(e)(iii) on the date of Transfer for such Receivable above (a) which cannot be cured by the Business Day following the first day on which a Responsible Officer of the Transferor has knowledge thereof and (b) which causes the Net Receivables Balance to be less than the Required Net Receivables Balance, the Transferor shall repurchase an amount of such Receivable Receivables (each, a "Reconveyed Receivable") from the Trust such that the payment for such Reconveyed Receivable Receivables is sufficient to cause the Net Receivables Balance to be equal to or greater than the Required Net Receivables Balance. The Servicer shall deduct the unpaid balance of each such Reconveyed Receivable from the balance of Eligible Receivables in the Trust and on and after the date of such removal, such each Reconveyed Receivable so removed shall not be included in the calculation of the Net Receivables Balance. As payment for each such Reconveyed Receivable, Receivable the Transferor shall make or cause to be made a deposit pro rata (by Floating Allocation Percentage or Fixed Allocation Percentage, as applicable) in the Cure Account Reserve Accounts of each outstanding Series in immediately available funds in an amount equal to the ratable share for such Series (determined pursuant to Section 4.03) of the aggregate of the unpaid principal balance balances of such Reconveyed ReceivableReceivables. The Transferor shall make such depositsdeposit, or cause such deposits deposit to be made, by the close of business on the Business Day following the first day a Responsible Officer of the Transferor obtains has knowledge of the existence of such Reconveyed ReceivableReceivables. Such deposits deposit shall be considered payment in full for each such Reconveyed Receivable during the Collection Period in which such payment occurs. Upon the written Pooling and Servicing Agreement instruction of the Servicer, Collections related to Reconveyed Receivables shall be withdrawn from the Cure Account and deposited by the Trustee to the Transferor Account. At the option and expense of the Servicer or the Transferor, the Trustee shall execute such documents and instruments of transfer or assignment as shall be prepared by the Transferor or the Servicer, and shall take such other actions as shall reasonably be requested by the Transferor, to effect the removal of such Reconveyed Receivable from the Trust pursuant to this paragraph. Upon each removal of a Reconveyed Receivable from the Trust, the Trustee Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to or upon the order of the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Reconveyed Receivable and Collections with respect thereto and all proceeds thereof. Collections related to Reconveyed Receivables shall be deposited by the Trustee to the Transferor Account. The Trustee shall execute such documents and instruments of transfer or assignment as shall be prepared by the Transferor or the Servicer, and shall take such other actions as shall reasonably be requested by the Transferor, to effect the conveyance of such Reconveyed Receivable pursuant to this Section 2.04. The obligation of the Transferor set forth in this paragraph Section 2.04 shall constitute the sole remedy respecting any breach of the representations and warranties set forth in this Section 2.04(e) made on the date of Transfer of and 2.04 with respect to such Receivable available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any other Indemnified Party. The representations and warranties set forth in this Section 2.04 shall survive the Transfer of the Receivables to the Trust and the issuance of the Certificates, and shall cease and be of no effect upon the indefeasible repayment in full of the Invested Amount of the last outstanding Series and all other obligations of the Transferor hereunder. Upon discovery by the Transferor, the Servicer or the Trustee of a material breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties and to any Enhancement Provider. The Trustee's obligations in respect of any such breach are limited as provided in Section 11.02(g).

Offering of Certificates. Neither the Transferor nor any agent acting on its behalf has, directly or indirectly, offered any Certificate or any similar security of the Transferor for sale to, or solicited any offer to buy any Certificate or any similar security of the Transferor from, or otherwise approached or negotiated with respect thereto, with any Person which, and neither the Transferor nor any agent acting on its behalf has taken or will take any action which, would subject the issuance or sale of any Certificate to the provisions of Section 5 of the Act or to the qualification provisions of any securities or blue sky law of any applicable jurisdiction. In the event of a breach with respect to any Receivable of the representation and warranty set forth in Section 2.04(e) on the date of Transfer for such Receivable (a) which cannot be cured by the Business Day following the first day on which a Responsible Officer of the Transferor has knowledge thereof and (b) which causes the Net Receivables Balance to be less than the Required Net Receivables Balance, the Transferor shall repurchase such Receivable (a "Reconveyed Receivable") from the Trust such that the payment for such Reconveyed Receivable is sufficient to cause the Net Receivables Balance to be equal to or greater than the Required Net Receivables Balance. The Servicer shall deduct the unpaid balance of such Reconveyed Receivable from the balance of Eligible Receivables in the Trust and on and after the date of such removal, such Reconveyed Receivable shall not be included in the calculation of the Net Receivables Balance. As payment for such Reconveyed Receivable, the Transferor shall make or cause to be made a deposit in the Cure Account Accounts of each outstanding Series in immediately available funds in an amount equal to the ratable share for such Series (determined pursuant to Section 4.03) of the aggregate of the unpaid principal balance of such Reconveyed Receivable. The Transferor shall make such depositsdeposit, or cause such deposits deposit to be made, by the close of business on the Business Day following the day a Responsible Officer of the Transferor obtains knowledge of the existence of such Reconveyed Receivable. Such deposits deposit shall be considered payment in full for such Reconveyed Receivable during the Collection Period in which such payment occurs. Upon the written Pooling and Servicing Agreement instruction of the Servicer, Collections related to Reconveyed Receivables shall be withdrawn from the Cure Account and deposited by the Trustee to the Transferor Transferor's Account. At the option and expense of the Servicer or the Transferor, the Trustee shall execute such documents and instruments of transfer or assignment as shall be prepared by the Transferor or the Servicer, and shall take such other actions as shall reasonably be requested by the Transferor, to effect the removal of such Reconveyed Receivable from the Trust pursuant to this paragraph. Upon removal of a Reconveyed Receivable from the Trust, the Trustee Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to or upon the order of the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Reconveyed Receivable and Collections with respect thereto and all proceeds thereof. The obligation of the Transferor set forth in this paragraph shall constitute the sole remedy respecting any breach of the representations and warranties set forth in this Section 2.04(e) made on the date of Transfer of and with respect to such Receivable available to the Investor Certificateholders (or the Trustee on behalf of the Investor Certificateholders) or any other Indemnified Party. The representations and warranties set forth in this Section 2.04 shall survive the Transfer of the Receivables to the Trust and the issuance of the Certificates, and shall cease and be of no effect upon the indefeasible repayment in full of the Invested Amount of the last outstanding Series and all other obligations of the Transferor hereunder. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties and to any Enhancement Provider. The Trustee's obligations in respect of any such breach are limited as provided in Section 11.02(g).,