Common use of Indemnities by the Provider Clause in Contracts

Indemnities by the Provider. Without limiting any other rights that the Purchaser, the Program Manager, the Master Servicer or any of their respective Affiliates (together with their respective officers, directors, shareholders and lenders, each, an "Indemnified Party") may have hereunder or under applicable law, the Provider hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from any of the following: (a) the sale of any Receivable which purports to be part of a Purchased Batch but which is not, at the date of such sale, the type of Receivable described in subsection (j) of Exhibit III to this Agreement; (b) any representation or warranty made or deemed made by the Provider (or any of its officers) under or in connection with this Agreement and not relating to a Purchased Receivable which shall have been incorrect in any material respect when made; (c) the failure by the Provider or any Batch Receivable to comply with any applicable law, rule or regulation with respect to any Batch Receivable; (d) the failure to vest in the Purchaser a perfected ownership interest in each Receivable included in a Transferred Batch and the Collections in respect thereof, free and clear of any Liens; (e) any dispute, claim, set-off or defense to the payment, in whole or in part, of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation) or any other claim resulting from the services or merchandise related to such Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Provider or any of its Affiliates acting as Servicer), provided, however, this clause (e) shall not be deemed to include any dispute, claim, set-off or defense to the payment of any Receivable (i) arising out of the financial inability of an Obligor to pay its obligations represented by such Receivable including, without limitation, a discharge in bankruptcy, or (ii) arising after the sale of such Receivable to the Purchaser hereunder and arising solely as a result of actions taken by any member of the Daiwa Group; (f) a failure of the Provider, including, without limitation, the Servicer's actions on behalf of the Provider under Section 1.05(b) of this Agreement with respect to Primary Servicer Responsibilities, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations hereunder; or (g) the commingling by the Provider of Collections at any time with other funds of the Provider, provided, however, that in all events there shall be excluded from the foregoing indemnification any claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of an Indemnified Party or which constitutes recourse for an uncollectible Purchased Receivable. Such Indemnified Party shall notify the Servicer, on behalf of the Provider, of such claim, provided that the failure to so notify shall not affect or invalidate the indemnity granted pursuant to this Section 4.02.

Indemnities by the Provider. Without limiting any other rights that the Purchaser, the Program Manager, the Master Servicer or any of their respective Affiliates (together with their respective officers, directors, shareholders and lenders, each, an "Indemnified Party") may have hereunder or under applicable lawlaw (but only to the extent that the rights of repurchase and setoff set forth in Sections 4.01 and 4.03 hereof do not satisfy a below-described claim of any Indemnified Party), the Provider hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from any of the following: (a) the sale of any Designated Receivable which purports to be part of a Purchased Batch but which is not, at the date of such sale, the type of Receivable described in subsection (ji) of Exhibit III to this Agreement; (b) any representation or warranty or statement made or deemed made by the Provider (or any of its officers) under or in connection with this Agreement and not relating to a Purchased Receivable which shall have been incorrect in any material respect when made; (c) the failure by the Provider or any Batch Purchased Receivable to comply with any applicable law, rule or regulation with respect to any Batch such Purchased Receivable; (d) the failure to vest in the Purchaser a perfected ownership interest in each Receivable included in a Transferred Batch and the Collections in respect thereof, free and clear of any Liens; (e) any dispute, claim, set-off or defense to the payment, in whole or in part, of any Purchased Receivable (including, without limitation, a defense based on such Purchased Receivable not being a legal, valid and binding obligation) or any other claim resulting from the services or merchandise related to such Purchased Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to such Purchased Receivable (if such collection activities were performed by the Provider or any of its Affiliates acting as Servicer), provided, however, this clause (ed) shall not be deemed to include any dispute, claim, set-off or defense to the payment of any Purchased Receivable (i) arising out of the financial inability of an Obligor to pay its obligations represented by such Receivable including, without limitation, a discharge in bankruptcyPurchased Receivable, or (ii) arising after the sale of such Receivable to the Purchaser hereunder and arising solely directly as a result of actions taken or omissions by any member of the Daiwa Purchaser Group; (f) a failure of the Provider, including, without limitation, the Servicer's actions on behalf of the Provider under Section 1.05(b) of this Agreement with respect to Primary Servicer Responsibilities, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations hereunder; or (ge) the commingling by the Provider of Collections of Purchased Receivables at any time with other funds of the Provider, provided, however, that in all events there shall be excluded from the foregoing indemnification any claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of an Indemnified Party or which constitutes recourse for an uncollectible Purchased Receivable. Such Indemnified Party shall notify the Servicer, on behalf of the Provider, of such claim, provided that the failure to so notify shall not affect or invalidate the indemnity granted pursuant to this Section 4.02.

Indemnities by the Provider. Without limiting any other rights that the Purchaser, the Program Manager, the Master Servicer or any of their respective Affiliates (together with their respective officers, directors, shareholders agents, representatives, shareholders, counsel, employees and lenders, each, an "Indemnified Party") may have hereunder or under applicable law, the Provider Providers hereby agrees agree to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from any of the following: (a) the sale or contribution of any Receivable which purports to be part of a Purchased Transferred Batch but which is not, at the date of such salesale or contribution, the type of Receivable described in subsection (j) of Exhibit III to this Agreementan Eligible Receivable; (b) any representation or warranty made or deemed made by the any Provider (or any of its officers) under or in connection with this Agreement (and not relating to a Purchased Receivable the Eligibility Criteria) which shall have been incorrect in any material respect when made; (c) the failure by the any Provider or any Batch Receivable to comply with any applicable law, rule or regulation with respect to any Batch Receivableregulation; (d) the failure to vest in the Purchaser a perfected ownership interest in each Receivable included in a Transferred Batch and the proceeds and Collections in respect thereof, free and clear of any LiensLiens (other than Liens expressly permitted hereunder); (e) any dispute, claim, set-off or defense to the payment, in whole or in part, of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation) or any other claim resulting from the services or merchandise related to such Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to such Receivable (if such collection activities were performed by the a Provider or any of its Affiliates acting as Primary Servicer), ; provided, however, this clause (e) shall not be deemed to include any dispute, claim, set-off or defense to the payment of any Receivable (i) arising out of the financial inability of an Obligor to pay its obligations represented by such Receivable including, without limitation, a discharge in bankruptcy, or (ii) arising after the sale of such Receivable to the Purchaser hereunder and arising solely as a result of actions taken by any member of the Daiwa HFG Group; (f) a failure of the any Provider, including, without limitation, the Primary Servicer's actions on behalf of the Provider Providers under Section 1.05(b) of this Agreement with respect to Primary Servicer Responsibilities, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations hereunder; or (g) the commingling by the any Provider of Collections at any time with other funds of the such or any other Provider, ; provided, however, that in all events there shall be excluded from the foregoing indemnification any claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of an Indemnified Party or which constitutes constitute credit recourse for an uncollectible Purchased Batch Receivable. Such Indemnified Party shall promptly notify the Primary Servicer, on behalf of the ProviderProviders, of such claim, provided that the failure to so notify shall not affect or invalidate the indemnity granted pursuant to this Section 4.02.

Indemnities by the Provider. Without limiting any other rights that the Purchaser, the Program Manager, the Master Servicer or any of their respective Affiliates (together with their respective officers, directors, shareholders agents, representatives, shareholders, counsel, employees and lenders, each, an "Indemnified Party") may have hereunder or under applicable law, the Provider Providers hereby agrees agree to indemnify each Indemnified Party from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from any of the following: (a) the sale or contribution of any Receivable which purports to be part of a Purchased Transferred Batch but which is not, at the date of such salesale or contribution, the type of Receivable described in subsection (j) of Exhibit III to this Agreementan Eligible Receivable; (b) any representation or warranty made or deemed made by the any Provider (or any of its officers) under or in connection with this Agreement (and not relating to a Purchased Receivable the Eligibility Criteria) which shall have been incorrect in any material respect when made; (c) the failure by the any Provider or any Batch Receivable to comply with any applicable law, rule or regulation with respect to any Batch Receivableregulation; (d) the failure to vest in the Purchaser a perfected ownership interest in each Receivable included in a Transferred Batch and the proceeds and Collections in respect thereof, free and clear of any LiensLiens (other than Liens expressly permitted hereunder); (e) any dispute, claim, set-off or defense to the payment, in whole or in part, of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation) or any other claim resulting from the services or merchandise related to such Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to such Receivable (if such collection activities were performed by the a Provider or any of its Affiliates acting as Primary Servicer), ; provided, however, this clause (e) shall not be deemed to include any dispute, claim, set-off or defense to the payment of any Receivable (i) arising out of the financial inability of an Obligor to pay its obligations represented by such Receivable including, without limitation, a discharge in bankruptcy, or (ii) arising after the sale of such Receivable to the Purchaser hereunder and arising solely as a result of actions taken by any member of the Daiwa Group; (f) a failure of the any Provider, including, without limitation, the Primary Servicer's actions on behalf of the Provider Providers under Section 1.05(b) of this Agreement with respect to Primary Servicer Responsibilities, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations hereunder; or (g) the commingling by the any Provider of Collections at any time with other funds of the such or any other Provider, ; provided, however, that in all events there shall be excluded from the foregoing indemnification any claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of an Indemnified Party or which constitutes constitute credit recourse for an uncollectible Purchased Batch Receivable. Such Indemnified Party shall notify the Primary Servicer, on behalf of the ProviderProviders, of such claim, provided that the failure to so notify shall not affect or invalidate the indemnity granted pursuant to this Section 4.02.

Indemnities by the Provider. Without limiting any other rights that the Purchaser, the Program Manager, the Master Servicer or any of their respective Affiliates (together with their respective directors, officers, directorsagents, shareholders representatives, shareholders, lenders, counsel and lendersemployees, each, an "Indemnified PartyINDEMNIFIED PARTY") may have hereunder or under applicable law, the each Provider hereby agrees jointly and severally to indemnify each Indemnified Party from and against any and all claims, losses and liabilities actually incurred (including, without limitation, reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified AmountsINDEMNIFIED AMOUNTS") arising out of or resulting from any of the following: (a) the sale of any Receivable which purports to be part of a Purchased Batch but which is not, at the date of such sale, the type of Receivable described in subsection (j) of Exhibit III to this Agreementan Eligible Receivable; (b) any representation or warranty made or deemed made by the any Provider (or any of its officers) under or in connection with this Agreement and not relating to a Purchased Receivable which shall have been incorrect in any material respect when made; (c) the failure by the any Provider or any Batch Receivable to comply with any applicable law, rule or regulation with respect to any Batch Receivableregulation; (d) the failure to vest in the Purchaser a perfected ownership interest in each Receivable included in a Transferred Batch and the Collections in respect thereof, free and clear of any Liens except for Permitted Liens; (e) any dispute, claim, set-off or defense to the payment, in whole or in part, of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation) or any other claim resulting from the services or merchandise related to such Receivable or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to such Receivable (if such collection activities were performed by the any Provider or any of its Affiliates acting as Servicer), provided, however, this clause (e) shall not be deemed to include any dispute, claim, set-off or defense to the payment of any Receivable (i) arising out of the financial inability of an Obligor to pay its obligations represented by such Receivable including, without limitation, a discharge in bankruptcy, or (ii) arising after the sale of such Receivable to the Purchaser hereunder principally and arising solely directly as a result of actions taken by any member of the Daiwa HFG Group; (f) a failure of the any Provider, including, without limitation, the Servicer's actions on behalf of the Provider Providers under Section 1.05(b) of this Agreement with respect to Primary Servicer Responsibilities, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations hereunder; or (g) the commingling by the any Provider of Collections at any time with other funds of the such or any other Provider, provided, however, that in all events there shall be excluded from the foregoing indemnification of any claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of an Indemnified Party or which constitutes constitute recourse for an uncollectible Purchased Receivable. Such Indemnified Party shall promptly notify the Primary Servicer, on behalf of the ProviderProviders, of such claim, provided that the failure to so notify shall not affect or invalidate the indemnity granted pursuant to this Section 4.02.