Common use of Indemnification and Set-Off Rights for Denied Receivables Clause in Contracts

Indemnification and Set-Off Rights for Denied Receivables. (a) If a breach of any of the representations or warranties contained herein relating to a Purchased Receivable shall be discovered at any time (each, a "Denied Receivable"), the Provider shall, on the next Settlement Date, repurchase such Denied Receivable from the Purchaser at the Repurchase Price. (b) For ease of administration, the Purchaser shall be entitled to presume that the failure of any Purchased Receivable (or portion thereof) owing from Insurers or Governmental Entities to be paid in full on or after the 180th day following the Last Service Date thereof is the result of a breach of a representation or warranty contained herein with respect to such Purchased Receivable, unless the Purchaser shall have, or obtains in the future, actual knowledge to the contrary (such as, by way of example, actual knowledge of the financial inability of an Obligor to pay its obligations represented by a Receivable). In the event the Purchaser receives the Repurchase Price for any such Purchased Receivable and it is thereafter determined that the failure of such Purchased Receivable to be paid in full was not the result of a breach of representation or warranty contained herein, the parties hereto shall make an appropriate adjustment by increasing the Purchase Price of any Purchased Batch to be purchased on or after such date. (c) Upon receipt by (or on behalf of) the Purchaser of the Repurchase Price with respect to any Denied Receivable, the Purchaser shall be deemed to have reassigned and resold to the Provider such Denied Receivable without any representation, warranty or recourse whatsoever, and, thereafter, neither the Purchaser nor any member of the Daiwa Group shall have any further servicing or other obligation to the Provider with respect to such Denied Receivable. (d) From time to time at the request of the Provider, the Purchaser shall deliver to the Provider (at the Provider's sole cost and expense) such documents, assignments, releases and instruments of termination as the Provider may reasonably request to evidence the reconveyance by the Purchaser of a Denied Receivable pursuant to the terms of Section 4.01(c).

Indemnification and Set-Off Rights for Denied Receivables. (a) If a breach of any of the representations or warranties contained herein relating to a Purchased Receivable shall be discovered at any time (each, a "Denied ReceivableDENIED RECEIVABLE"), the Provider Primary Servicer or the Providers shall, on the next Settlement Date, repurchase such Denied Receivable from the Purchaser at the Repurchase Price. (b) For ease of administration, the Purchaser shall be entitled to presume that the failure of any Purchased Receivable (or portion thereof) owing from Insurers or Governmental Entities to be paid in full on or after the 180th day following the Last Service Invoice Date thereof is the result of a breach of a representation or warranty contained herein with respect to such Purchased Receivable, unless the Purchaser shall have, or obtains in the future, have actual knowledge to the contrary (such as, by way of example, actual knowledge of the financial inability of an Obligor to pay its obligations represented by a Receivable). In the event the Purchaser receives the Repurchase Price for any such Purchased Receivable and it is thereafter determined that the failure of such Purchased Receivable to be paid in full was not the result of a breach of representation or warranty contained herein, the parties hereto shall make an appropriate adjustment by increasing the Purchase Price of any Purchased Batch to be purchased on or after such date. (c) Upon receipt by (or on behalf of) the Purchaser of the Repurchase Price with respect to any Denied Receivable, the Purchaser shall be deemed to have reassigned and resold to the applicable Provider such Denied Receivable without any representation, warranty or recourse whatsoever, and, thereafter, neither the Purchaser nor any member of the Daiwa HFG Group shall have any further servicing or other obligation to the such Provider with respect to such Denied Receivable. (d) From time to time at the request of the a Provider, the Purchaser shall deliver to the such Provider (at the such Provider's sole cost and expense) such documents, assignments, releases releases, notices and instruments of termination as the such Provider may reasonably request to evidence the reconveyance by the Purchaser of a Denied Receivable pursuant to the terms of Section 4.01(c).

Indemnification and Set-Off Rights for Denied Receivables. (a) If a breach of any of the representations or warranties contained herein relating to a Purchased Receivable shall be discovered at any time (each, a "Denied Receivable"), the Provider that sold or contributed such Denied Receivable shall, on the next Settlement Date, repurchase such Denied Receivable from the Purchaser at the Repurchase Price. (b) For ease of administration, the Purchaser shall be entitled to presume that the failure of any Purchased Receivable (or portion thereof) owing from Insurers or Governmental Entities to be paid in full on or after the 180th day following the Last Service Date thereof is the result of a breach of a representation or warranty contained herein with respect to such Purchased Receivable, unless the Purchaser shall have, or obtains in the future, have actual knowledge to the contrary (such as, by way of example, actual knowledge of the financial inability of an Obligor to pay its obligations represented by a Receivable). In the event the Purchaser receives the Repurchase Price for any such Purchased Receivable and it is thereafter determined that the failure of such Purchased Receivable to be paid in full was not the result of a breach of representation or warranty contained herein, the parties hereto shall make an appropriate adjustment by increasing the Purchase Price of any Purchased Batch to be purchased on or after such date. (c) Upon receipt by (or on behalf of) the Purchaser of the Repurchase Price with respect to any Denied Receivable, the Purchaser shall be deemed to have reassigned and resold to the applicable Provider such Denied Receivable without any representation, warranty or recourse whatsoever, and, thereafter, and thereafter neither the Purchaser nor any member of the Daiwa Group shall have any further servicing or other obligation to the such Provider with respect to such Denied Receivable. (d) From time to time at the request of the a Provider, the Purchaser shall deliver to the such Provider (at the such Provider's sole cost and expense) such documents, assignments, releases and instruments of termination as the such Provider may reasonably request to evidence the reconveyance by the Purchaser of a Denied Receivable pursuant to the terms of Section 4.01(c).