Common use of Indemnity by the Servicer Clause in Contracts

Indemnity by the Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document or any ISC Dealer Agreement; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable, and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.

Indemnity by the Servicer. Without limiting The Servicer shall be liable to the Issuer, the Insurer, the Indenture Trustee, the Holders of the Class A Notes, the Owner Trustee, the Paying Agent and Certificate Registrar under the Trust Agreement and the Back-up Servicer (collectively, the “Indemnified Parties”) to the extent of the following: (a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any other rights which of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person may have hereunder through the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer in the performance of its duties under applicable Lawthis Servicing Agreement or by reason of reckless disregard of its obligations and duties under this Servicing Agreement. (c) The Servicer shall be strictly accountable for all payments actually received on the Contracts. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH SECTION 5.03 LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY. (d) Notwithstanding any thing herein to the contrary, the Servicer agrees shall not be obligated to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by Person with respect to any of them and arising out of, relating to or resulting from: amounts representing recourse for uncollectible Contracts. (ie) Notwithstanding any breach by it (other provision in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document or to the contrary, should the Back-up Servicer by any ISC Dealer Agreement; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf ofmeans become Successor Servicer, the Back-up Servicer (in shall not inherit any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by of the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation indemnification obligations with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling actions of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or prior servicer including the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable, and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligororiginal Servicer.

Indemnity by the Servicer. Without limiting any other rights which any such Person Indemnified Party may have hereunder or under applicable Lawlaw, the Servicer hereby agrees to indemnify and hold harmless each Indemnified Party Party, forthwith within five (5) Business Days of demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them and arising out of, of or relating to or resulting from: (i) any breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document or any ISC Dealer Agreement; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; providedbut excluding, however, notwithstanding anything to the contrary in this Article XII, excluding (a) Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdictionParty, or (yb) resulting from a claim brought by Servicer against an any net income taxes or franchise taxes imposed on such Indemnified Party for breach by the jurisdiction under the laws of which such Indemnified Party’s obligations Party is organized or is doing business (except solely as a result of the transactions contemplated by this Agreement and the other Transaction Documents) or any political subdivision thereof): (i) any representation or warranty made by the Servicer under or in connection with any Transaction Document as determined or any information or report delivered by a final non-appealable judgment or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made (except any such amounts to the extent representing recourse due to the insolvency or other financial inability to pay of any Obligor); (ii) the failure by a court of competent jurisdictionthe Servicer to comply with any applicable law, rule or regulation (zincluding truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) they constitute recourse with respect to any Pool Receivable or other related Contract; (iii) any failure of the Servicer to perform its duties, covenants and obligations in accordance with the applicable provisions of this Agreement; (iv) any dispute, claim, offset or defense (other than a Lease Device, Lease Contract, Pool Receivable, and the Related Assets by reason of discharge in bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor) of an Obligor to the payment of any Receivable in or purporting to be in the Receivables Pool resulting solely from collection or other servicing activities of the Servicer with respect to such Receivable; or (v) costs and expenses (including Attorney Costs) in connection with litigation relating to any Transaction Document. The obligations of the Servicer under this Section 3.1(b) shall survive the resignation or removal of the Agent and the execution, delivery, performance and termination of this Agreement for a period of three years following the Final Payout Date, regardless of any investigation made by any Indemnified Party.

Indemnity by the Servicer. Without limiting any other rights which any such Person the Borrower, the Lender or the Collateral Agent may have hereunder or under applicable Lawlaw, the Servicer hereby agrees to indemnify the Borrower, the Lender-and hold harmless the Collateral Agent and each of their respective assigns, transferees, participants, employees and officers (each, an “Indemnified Party Party”) from and against any and all damages, claims, losses, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts Amounts”), awarded against or incurred by any of them and Indemnified Party arising out of or as a result of, relating to or resulting from: : (ia) any breach by it (the characterization in any capacity) Monthly Servicer Report or other statement made by the Servicer of any Designated Receivable as an Eligible Receivable which is not an Eligible Receivable as of its obligations the date of such Monthly Servicer Report or duties under this Agreement or any other Transaction Document or any ISC Dealer Agreement; statement; (iib) the untruth or inaccuracy of any representation or warranty or statement made or deemed made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (or any of its officers) under or in connection with this Agreement which shall have been incorrect in any capacity) to be true and correct; material respect when made; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (vc) the failure by the Servicer (in any capacity) to comply with any applicable Lawlaw, rule, rule or regulation with respect to any Pool Receivable Designated Receivable; or the related Contract failure of any Designated Receivable to conform to any such applicable law, rule or its servicing thereof; regulation; (vid) any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof, (e) the commingling of Collections of Designated Receivables by the Servicer at any time with other funds by it (in any capacity) relating to any Asset Portfolio with of the Servicer or any of its funds Affiliates; (f) any investigation, litigation or the funds proceeding related to this Agreement or in respect of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Designated Receivable or Related Security, except to the extent any portion such investigation, litigation or proceeds thereofproceeding relates to a possible matter involving an Indemnified Party for which neither the Servicer nor any of its Affiliates (other than the Borrower) is at fault; (g) any failure of the Servicer to comply with its covenants contained herein; or (h) any claim brought by any Person other than an Indemnified Party arising from any activity by the Servicer or any of its Affiliates or any subservicer in servicing, includingadministering or collecting any Designated Receivable; It is expressly agreed and understood by the parties hereto (a) that the foregoing indemnification is not intended to, without limitationand shall not, constitute a guarantee of the collectibility or payment of the Designated Receivables and (b) that nothing in this Section 3.02 shall require the Servicer to indemnify any Person (A) for Designated Receivables which are not collected, not paid or uncollectable on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor (except to the extent that any Designated Receivable was not an Eligible Receivable on the Closing Date related thereto), (B) for damages, losses, claims or liabilities or related costs or expenses resulting from such Person's gross negligence or willful misconduct or (C) for any income taxes or franchise taxes incurred by such Person arising out of or as a result of this Agreement or in respect of any portion Designated Receivable. The obligations of the Servicer to indemnify the Indemnified Parties hereunder shall survive the termination of this Agreement or the resignation or removal of the Servicer. Following payment of Indemnified Amounts hereunder by the Servicer, the Servicer shall be entitled to assert any claims against any Selling Bank pursuant to the applicable Bank Agreement that the Borrower would be entitled to assert in relation to the matters in respect of which the Indemnified Amounts were paid. If any Indemnified Party shall become aware of any even or occurrence whereby it claims, or may claim or desire, indemnity hereunder, such Indemnified Party shall notify the Servicer in writing promptly upon becoming aware of such Receivable being attributable to governmental fees, surcharges, event or taxesoccurrence; provided, however, notwithstanding anything that failure to provide such notice shall not relieve the contrary Servicer of any of its responsibilities under this Section 5.10. The Servicer at the request of any Indemnified Party shall have the obligation to contest or defend against any such event or occurrence, including any investigation, litigation, proceeding or action giving rise to a claim for an Indemnified Amount, and the Servicer in this Article XIIany event may participate in the defense thereof with legal counsel of its choice. If any Indemnified Party requests the Servicer to defend against such investigation, excluding litigation, proceeding or action, the Servicer shall promptly do so and the Indemnified Amounts solely Party shall have the right to participate in such defense, at its expense, with legal counsel of its own choice. The Servicer shall not settle, or enter into an agreement to settle, any such investigation, litigation, proceeding or action without the extent (x) resulting from the gross negligence or willful misconduct on the part prior written consent of such Indemnified Party Party. Any and all amounts payable by the Servicer as determined by indemnification under this Section 5. 10 shall be due and payable within ten days following the entry of a final non-appealable judgment by a court in respect of competent jurisdictionsuch amount, (y) resulting from a claim brought by Servicer against except that, if prior to such entry an Indemnified Party for breach of at any time is required to pay such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdictionamount, or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable, and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorServicer shall pay such amount at such time.

Indemnity by the Servicer. Without limiting The Servicer shall be liable to the Debtor, the Surety Bond Provider, the Collateral Agent, the Noteholder and the Back-up Servicer (collectively, the "Indemnified Parties") to the extent of the following: (a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any other rights which of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person may have hereunder or under applicable Lawthrough the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred in the performance of its duties under this Servicing Agreement or by any reason of them and arising out of, relating to or resulting from: (i) any breach by it (in any capacity) of any reckless disregard of its obligations or and duties under this Agreement or any other Transaction Document or any ISC Dealer Servicing Agreement; . (iic) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to The Servicer shall be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct strictly accountable for all payments actually received on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdictionReceivables. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH SECTION 5.03 LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdictionIN WHOLE OR IN PART, or (z) they constitute recourse with respect to a Lease DeviceUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, Lease ContractOR ARE CAUSED, Pool Receivable, and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorIN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY.

Indemnity by the Servicer. Without limiting The Servicer shall be liable to the Issuer, the Insurer, the Indenture Trustee, the Noteholders and the Back-up Servicer (collectively, the "Indemnified Parties") to the extent of the following: (a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any other rights which of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person may have hereunder or under applicable Lawthrough the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred in the performance of its duties under this Servicing Agreement or by any reason of them and arising out of, relating to or resulting from: (i) any breach by it (in any capacity) of any reckless disregard of its obligations or and duties under this Agreement or any other Transaction Document or any ISC Dealer Servicing Agreement; . (iic) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to The Servicer shall be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct strictly accountable for all payments actually received on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdictionContracts. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH SECTION 5.03 LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdictionIN WHOLE OR IN PART, or (z) they constitute recourse with respect to a Lease DeviceUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, Lease ContractOR ARE CAUSED, Pool Receivable, and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorIN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNIFIED PARTY.

Indemnity by the Servicer. Without limiting The Servicer shall be liable to the Seller, the Issuer, the Note Insurer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and each Noteholder (collectively, the "Indemnified Parties") to the extent of the following: (a) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any other rights which of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Indemnified Parties and any of the officers, directors, employees and agents of the Indemnified Parties from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person may have hereunder or under applicable Lawthrough the breach of this Servicing Agreement by the Servicer, the negligence, misfeasance or bad faith of the Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred in the performance of its duties under this Servicing Agreement or by any reason of them and arising out of, relating to or resulting from: (i) any breach by it (in any capacity) of any reckless disregard of its obligations or and duties under this Agreement or any other Transaction Document or any ISC Dealer Servicing Agreement; . (iic) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to The Servicer shall be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct strictly accountable for all payments actually received on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable, and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related ObligorReceivables.

Indemnity by the Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable Law, the Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document or any ISC Dealer Agreement; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder or under any other Transaction Document; or any ISC Dealer Agreement; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to any such Indemnified Party by, or on behalf of, the Servicer (in any capacity) to be true and correct; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any ISC Dealer Agreement, any Lease Device, Lease Contract, Pool Receivable, Receivable or any Related Asset; (v) the failure by the Servicer (in any capacity) to comply with any applicable Law, rule, rule or regulation with respect to any Pool Receivable or the related Contract or its servicing thereof; (vi) any commingling of any funds by it (in any capacity) relating to any Asset Portfolio with any of its funds or the funds of any other Person or(vii) the existence or assertion of any Adverse Claim in favor of any Governmental Authority against any Receivable or any portion or proceeds thereof, including, without limitation, as a result of any portion of such Receivable being attributable to governmental fees, surcharges, surcharges or taxes; provided, however, notwithstanding anything to the contrary in this Article XII, excluding Indemnified Amounts solely to the extent (x) resulting from the gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) resulting from a claim brought by Servicer against an Indemnified Party for breach of such Indemnified Party’s obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, jurisdiction or (z) they constitute recourse with respect to a Lease Device, Lease Contract, Pool Receivable, Receivable and the Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor.