Common use of Each Originator’s Indemnity Clause in Contracts

Each Originator’s Indemnity. Without limiting any other rights that any such Person may have hereunder or under applicable Law, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related Lessee, such Lessee’s Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 hereof, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of the ownership, assignment or lease, as applicable, of the Devices and the Related Customer Leases pursuant to the Transaction Documents or arising out of or relating to or resulting from the actions or inactions of the Originators; provided, however, notwithstanding anything to the contrary in this Article VI, Originator Indemnified Amounts shall be excluded to the extent (w) resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (x) resulting from a claim brought by any Person against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) constituting recourse with respect to the market or residual value of a Device or the value of a Customer Lease or a Customer Receivable by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease Agreement. Without limiting the foregoing, each Originator shall indemnify, subject to the limits set forth in this Section 6.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting from: (i) the transfer by any Originator of any interest in any Device or Related Customer Lease; (ii) any representation or warranty made by any Originator under or in connection with any Transaction Document to which it is a party, or any other information or report delivered by or on behalf of any Originator pursuant hereto, that shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any Originator to comply with the terms of any Transaction Document applicable to it or any applicable Law (including with respect to any Device or Related Customer Lease), or the nonconformity of any Device or Related Customer Lease with any such Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Related Customer Leases transferred, or purported to be transferred, to any Lessee pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Device or Related Customer Lease transferred by any Originator, or purported to be transferred by any Originator, to any Lessee pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vi) any suit or claim related to the Devices or Related Customer Leases transferred, or purported to be transferred, to any Lessee pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with the Devices or Related Customer Leases); (vii) failure by any Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction; or (viii) any commingling by such Originator of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person other than Non-Lockbox Receivables.

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Law, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related LesseeSPEs, such Lessee’s SPEs’ Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 8.4 hereof, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes (except to the extent provided in clauses (viii) and (ix) below, and provided that no Originator Indemnified Party shall recover more than once for any Tax imposed from any indemnitor under the Transaction Documents) (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of the ownership, assignment maintenance or lease, as applicable, purchasing of the Devices and the Receivables or in respect of or related to any Receivable, Related Customer Leases pursuant to the Transaction Documents Assets or Lease Devices, or arising out of or relating to or resulting from the actions or inactions of the Originators, ISC Dealers, or any Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article VIVII, Originator Indemnified Amounts shall be excluded solely to the extent (wx) resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (xy) resulting from a claim brought by any Person Originator against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, jurisdiction or (yz) constituting they constitute recourse with respect to a Pool Receivable, the market Related Assets or residual value of a Device or the value of a Customer Lease or a Customer Receivable Devices by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease AgreementObligor. Without limiting the foregoing, each Originator shall indemnify, subject to the limits set forth in this Section 6.17.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting from: (i) the transfer by any Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable, Related Customer LeaseAssets and Lease Devices to any SPE pursuant to this Agreement and the grant of a security interest to any SPE pursuant to this Agreement or the assignment or transfer by any ISC Dealer of any ISC Dealer Contract, any ISC Dealer Receivable, or the Related Assets to such Originator; (ii) any representation or warranty made by any Originator or any ISC Dealer under or in connection with any Transaction Document to which it is a partyor any ISC Dealer Agreement, any Information Package or any other information or report delivered by or on behalf of any Originator pursuant hereto, that which shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any Originator or any ISC Dealer to comply with the terms of any Transaction Document applicable to it Document, any ISC Dealer Agreement or any applicable Law (including with respect to any Device Receivable, the Related Assets or Related Customer LeaseLease Devices), or the nonconformity of any Device Receivable, Related Assets or Related Customer Lease Devices with any such Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases Assets and Lease Devices) transferred, or purported to be transferred, to any Lessee SPE pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Device Receivable assigned or Related Customer Lease transferred, or purported to be assigned or transferred, to such Originator by an ISC Dealer, or transferred by any Originator, or purported to be transferred by any Originator, to any Lessee SPE pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vi) any suit or claim related to the Devices Receivables assigned or Related Customer Leases transferred, or purported to be assigned or transferred, to such Originator by an ISC Dealer, or transferred, or purported to be transferred, to any Lessee SPE pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices or Related Customer Leasessubject of any such Receivable); (vii) failure by any Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction; or; (viii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred, or purported to be transferred, to any SPE pursuant to this Agreement and all reasonable costs and expenses related thereto or arising therefrom, which such Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein), Related Assets or Lease Devices or any goods which secure any such Receivables, Related Asset or Lease Devices; (ix) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous Taxes or the failure by any Originator or the Servicer to timely collect and remit to the appropriate authority any such Taxes (to the extent not duplicative of clause (viii) above); (x) any commingling by such any Originator or the Servicer of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person Person; (xi) the failure or delay to provide any Obligor with an invoice or other than Non-Lockbox Receivablesevidence of indebtedness; (i) the failure by any Originator or any SPE to comply with any applicable Law related to the Lease Upgrade Program, or the nonconformity of the Lease Upgrade Program with any applicable Law or the failure by any Originator or SPE to satisfy any of its obligations with respect to the Lease Upgrade Program; (xii) the failure by any Originator or SPE to comply with the terms of the Lease Upgrade Program or any termination or rescission (or attempted termination or rescission) of the Lease Upgrade Program; or (xiii) any inability of any Originator, any ISC Dealer, or any SPE to assign any Receivable, other Related Asset or Lease Devices as contemplated under the Transaction Documents and the ISC Dealer Agreements; or the violation or breach by any Originator or ISC Dealer of any confidentiality provision, or of any similar covenant of non‑disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach.

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Applicable Law, each Originator severally but not jointlyjointly and severally, hereby agrees to indemnify and hold harmless its Related LesseeBuyer, such LesseeBuyer’s Affiliates and all of their respective successors, transferees, participants and assigns, the Administrative Agent, the Credit Parties, the Affected Persons, all Persons referred to in Section 7.4 8.4 hereof, and all officers, members, managers, directors, shareholders, controlling persons and employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damagesloss, lossesliability, claimsexpense, liabilities and related costs and expensesdamage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such Originator pursuant to this Agreement or any other Transaction Document, including reasonable any judgment, award, settlement, Attorney Costs and documented attorneys’ fees and disbursements but excluding Taxes other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as as, “Originator Indemnified Amounts”); excluding (i) awarded against or incurred by any of them arising out of the ownership, assignment or lease, as applicable, of the Devices and the Related Customer Leases pursuant to the Transaction Documents or arising out of or relating to or resulting from the actions or inactions of the Originators; provided, however, notwithstanding anything to the contrary in this Article VI, Originator Indemnified Amounts shall be excluded to the extent (w) resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Originator Indemnified Amounts resulted solely from the gross negligence or willful misconduct on the part of by such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, seeking indemnification and (xii) resulting from a claim brought by any Person against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) constituting recourse with respect Amounts to the market or residual value extent the same includes losses in respect of a Device or Receivables that are uncollectible solely on account of the value of a Customer Lease or a Customer Receivable by reason of bankruptcy or insolvency, bankruptcy, lack of creditworthiness or the other financial or credit condition or financial default, inability to pay of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease AgreementObligor. Without limiting or being limited by the foregoing, each Originator Originator, jointly and severally, shall indemnifypay on demand, subject to the limits set forth in this Section 6.1, and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to or resulting from:from any of the following (but excluding Originator Indemnified Amounts described in clauses (i) and (ii) above): (i) the transfer by any such Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable and Related Customer LeaseRights to Buyer pursuant to this Agreement and the grant of a security interest to Buyer pursuant to this Agreement; (ii) any representation representation, warranty or warranty statement made or deemed made by such Originator (or any Originator of its respective officers) under or in connection with this Agreement or any of the other Transaction Documents (including in any report or certificate required to be delivered under any Transaction Document to which it is a party, or any other information or report delivered by or on behalf of any Originator pursuant hereto, that Document) shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any such Originator to comply with the terms of any Transaction Document applicable to it or any applicable Applicable Law (including with respect to any Device Receivable or the Related Customer LeaseRights), or the nonconformity of any Device Receivable or Related Customer Lease Rights transferred or purported to be transferred by such Originator with any such Applicable Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases Rights) transferred, or purported to be transferredtransferred by such Originator, to any Lessee Buyer pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) any attempt by any Person (including Buyer) to void the transfers by such Originator contemplated hereby under statutory provisions or common law or equitable action; (vi) the failure to filehave filed, or any delay in filing of, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Applicable Laws with respect to any Device or Related Customer Lease Receivable transferred by any such Originator, or purported to be transferred by any such Originator, to any Lessee Buyer pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vivii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool transferred, or purported to be transferred by such Originator, to Buyer pursuant to this Agreement (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (viii) any failure of such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (ix) any suit or claim related to the Devices or Related Customer Leases Receivables transferred, or purported to be transferredtransferred by such Originator, to any Lessee Buyer pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices or Related Customer Leasessubject of any such Receivable to the extent not covered pursuant to Section 8.6); (viix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Rights (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied) transferred or purported to be transferred by such Originator; (xi) the failure of any Originator, Servicer or any predecessor in interest to notify any Obligor of the assignment pursuant to the terms hereof by of any Receivable by such Originator to Buyer or the failure to require that payments (including any under the related insurance policies) be made directly to Buyer pursuant to the terms hereof; (xii) failure by any such Originator to comply with the “bulk sales” or analogous Applicable Laws of any jurisdiction; (xiii) any Taxes imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred, or purported to be transferred, to Buyer by such Originator pursuant to this Agreement and all reasonable and documented costs and expenses related thereto or arising therefrom, including the reasonable and documented fees and expenses of counsel in defending against the same, to the extent such Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein) or Related Rights pursuant to this Agreement or any goods which secure any such Receivables or Related Right; (xiv) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous Taxes or the failure by such Originator or Servicer to timely collect and remit to the appropriate authority any such taxes; (xv) the commingling of Collections of Receivables at any time with other funds (including the commingling of Collections of Receivables with Non-Securitization Collections); (xvi) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or in respect of any Receivable or any related Contract; (xvii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xviii) any failure by such Originator to obtain consent from any Obligor prior to the assignment of any Receivable and Related Rights pursuant to the terms of this Agreement; (xix) any breach of any Contract as a result of the sale or contribution thereof or any Receivables related thereto by such Originator pursuant to this Agreement; (xx) any inability of such Originator or Buyer to assign any Receivable or other Related Right as contemplated under the Transaction Documents; or the violation or breach by such Originator or Servicer of any confidentiality provision, or of any similar covenant of non-disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach; (xxi) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Originator Indemnified Party in connection with the Transaction Documents as a result of any action of any PG&E Party or any of their respective Affiliates; (xxii) any other amount paid or payable pursuant to Sections 4.02 or 13.04 of the Receivables Financing Agreement; (xxiii) any failure of an Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by an Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent or the Collection Account Agent to an Account Bank under any Account Control Agreement; (xxiv) the existence of any “Linked Account” (as defined in the applicable Account Control Agreement) with respect to any Account (including any such “Linked Account” permitted hereunder) and any debit from or other charge against any Account as a result of any “Settlement Item” (as defined in the applicable Account Control Agreement) that originated in any Servicer’s Account or any account other than an Account; (xxv) any failure of the Collection Account Agent to comply with the terms of the Intercreditor Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent under the Intercreditor Agreement; or (viiixxvi) any commingling by such Originator of investigation, litigation, dispute or proceeding (actual or threatened) related to (A) any funds relating to Account or any amounts on deposit therein or (B) the Customer Receivables with any of its own funds or the funds of any other Person other than Non-Lockbox Receivables.Intercreditor Agreement;

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Applicable Law, each Originator severally but not jointlyjointly and severally, hereby agrees to indemnify and hold harmless its Related LesseeBuyer, such LesseeXxxxx’s Affiliates and all of their respective successors, transferees, participants transferees and assigns, all the Administrative Agent, the Credit Parties, the Affected Persons referred to in Section 7.4 hereof, and all officers, members, managers, directors, shareholders, agents and employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, losses and liabilities and related costs and expenses(including Attorney Costs) by reason of any acts, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes omissions or alleged acts or omissions arising out of activities of the Originators under this Agreement or any other Transaction Document to which such Originator is party (all of the foregoing being collectively referred to as as, “Originator Indemnified Amounts”); excluding (i) awarded against or incurred by any of them arising out of the ownership, assignment or lease, as applicable, of the Devices and the Related Customer Leases pursuant to the Transaction Documents or arising out of or relating to or resulting from the actions or inactions of the Originators; provided, however, notwithstanding anything to the contrary in this Article VI, Originator Indemnified Amounts shall be excluded to the extent (w) resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Originator Indemnified Amounts resulted from the gross negligence or willful misconduct on the part of by such Originator Indemnified Party as determined by a final non-appealable judgment by a court seeking indemnification, (ii) Originator Indemnified Amounts to the extent the same includes losses in respect of competent jurisdictionPool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor and (iii) Taxes (other than (x) resulting from a claim brought by any Person against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, Taxes enumerated below and (y) constituting recourse with respect to the market or residual value of a Device or the value of a Customer Lease or a Customer Receivable by reason of bankruptcy or insolvencyTaxes that represent losses, or the financial or credit condition or financial defaultclaims, of the related Customer or as a result of an Insolvency Event with respect to damages, etc. arising from any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease Agreementnon-Tax claim). Without limiting or being limited by the foregoing, each Originator Originator, jointly and severally, shall indemnifypay on demand, subject to the limits set forth in this Section 6.1, and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to or resulting from:from any of the following (but excluding Originator Indemnified Amounts described in clauses (i), (ii) and (iii) above): (i) the transfer by any such Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable and Related Customer LeaseRights to Buyer pursuant to this Agreement and the grant of a security interest to Buyer pursuant to this Agreement; (ii) any representation representation, warranty or warranty statement made or deemed made by such Originator (or any Originator of its respective officers) under or in connection with this Agreement or any of the other Transaction Documents (including in any report or certificate required to be delivered under any Transaction Document to which it is a party, or any other information or report delivered by or on behalf of any Originator pursuant hereto, that Document) shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any such Originator to comply with the terms of any Transaction Document applicable to it or any applicable Applicable Law (including with respect to any Device Receivable or the Related Customer LeaseRights), or the nonconformity of any Device Receivable or Related Customer Lease Rights transferred or purported to be transferred by such Originator with any such Applicable Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases transferredRights) transferred by such Originator, or purported to be transferredtransferred by such Originator, to any Lessee Buyer pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) any attempt by any Person (including Buyer) to void the transfers by such Originator contemplated hereby under statutory provisions or common law or equitable action; (vi) the failure to filehave filed, or any delay in filing of, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Applicable Laws with respect to any Device or Related Customer Lease Receivable transferred by any such Originator, or purported to be transferred by any such Originator, to any Lessee Buyer pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vivii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool transferred by such Originator, or purported to be transferred by such Originator, to Buyer pursuant to this Agreement (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (viii) any failure of such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (ix) any suit or claim related to the Devices or Related Customer Leases Receivables transferred, or purported to be transferredtransferred by such Originator, to any Lessee Buyer pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices or Related Customer Leasessubject of any such Receivable to the extent not covered pursuant to Section 8.6); (viix) any product liability, environmental or other claim arising out of or in connection with the Receivables or Related Rights or other merchandise, goods or services which are the subject of or related to any Receivable or Related Rights; (xi) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Rights (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied) transferred or purported to be transferred by such Originator; (xii) any failure to deliver the related goods or merchandise to the applicable Obligor; (xiii) the failure of any Originator, Servicer or any predecessor in interest to notify any Obligor of the assignment pursuant to the terms hereof by of any Receivable by such Originator to Buyer or the failure to require that payments (including any under the related insurance policies) be made directly to Buyer pursuant to the terms hereof; (xiv) failure by any such Originator to comply with the “bulk sales” or analogous Applicable Laws of any jurisdiction; or; (viiixv) any failure of such Originator to perform any of its respective duties or obligations under any Contract related to any Receivable; (xvi) the failure by such Originator or Buyer to pay when due any Taxes, including sales, excise or personal property Taxes, payable in connection with any Receivable; (xvii) any commingling of any Collections by such Originator of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person (including the commingling of Collections on Receivables with collections on Excluded Receivables); (xviii) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other than NonTransaction Document or in respect of any Receivable or any related Contract; (xix) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xx) any failure by such Originator to obtain consent from any Obligor prior to the assignment of any Receivable and Related Rights pursuant to the terms of this Agreement; (xxi) any breach of any Contract as a result of the sale or contribution thereof or any Receivables related thereto by such Originator pursuant to this Agreement; (xxii) any inability of such Originator or Buyer to assign any Receivable or other Related Right as contemplated under the Transaction Documents; or the violation or breach by such Originator, Servicer or Sub-Lockbox ReceivablesServicer of any confidentiality provision, or of any similar covenant of non-disclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach; (xxiii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Originator Indemnified Party in connection with the Transaction Documents as a result of any action of such Originator or any of its Affiliates; (xxiv) any investigation, litigation, dispute or proceeding (actual or threatened) related to any Collection Account or any amounts on deposit therein; (xxv) the failure of the Administrative Agent to have “control” (as defined in Section 9-104 of the UCC) over any Collection Account; (xxvi) any investigation, litigation or proceeding (actual or threatened) related to any Collections or related to any Excluded Receivables or collections thereof; or (xxvii) any liabilities pursuant to Section 4.03 of the Receivables Financing Agreement.

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Applicable Law, but subject to Section 8.06, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related LesseeBorrower, such LesseeBorrower’s Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 hereofAdministrative Agent and any Secured Party under the Loan and Security Agreement, and all officers, members, managers, directors, shareholders, officers, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damagesclaims, losses, claims, liabilities and related costs and expenses, (including reasonable and documented attorneys’ fees and disbursements but excluding Taxes in respect of any claims brought by any DSG Party) (including Attorney Costs (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against resulting from this Agreement or incurred by any of them arising out of other Transaction Document or the ownership, assignment maintenance or lease, as applicable, purchasing of the Devices and Pool Receivables by the Related Customer Leases pursuant to the Transaction Documents Borrower or arising out in respect of or relating related to any such Pool Receivables or resulting from the actions or inactions of the OriginatorsRelated Assets; provided, however, notwithstanding anything to the contrary in this Article VI, excluding however Originator Indemnified Amounts shall be excluded to the extent (wx) resulting primarily from the gross negligence or willful misconduct on by the part of such Originator Indemnified Party seeking indemnification, as determined by a final non-appealable judgment by of a court of competent jurisdiction, (xy) resulting primarily from a claim brought by material breach of any Person against an Originator Indemnified Party (other than any Sprint Party) for breach Transaction Document on the part of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document , as determined by a final non-appealable judgment by of a court of competent jurisdiction, or (yz) constituting that constitute recourse with respect to the market or residual value of a Device Pool Receivable or the value of a Customer Lease or a Customer Receivable Related Assets by reason of bankruptcy an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease AgreementObligor. Without limiting the foregoing, each Originator Originator, shall indemnifypay on demand, subject to the limits express limitations set forth in this Section 6.17.01, to each Originator Indemnified Party any and hold harmless each all amounts necessary to indemnify such Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting fromfrom any of the following: (ia) the transfer by any such Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable and Related Customer LeaseAssets to Borrower pursuant to this Agreement and the grant of a security interest or ownership interest to Borrower pursuant to this Agreement or the subsequent pledge to the Administrative Agent; (iib) any representation representation, warranty or warranty statement made or deemed made by such Originator (or any Originator of its officers or Affiliates) under or in connection with this Agreement or any Transaction Document to which it is a partyDocument, any Information Package, any Interim Report or any other information or report delivered by or on behalf of any Originator pursuant hereto, that which shall have been untruebeen, false taken as a whole, untrue or incorrect in any material respect in light of the circumstances when made or deemed made; (iiic) the failure of any such Originator to comply with the terms of any Transaction Document applicable to it or any applicable Applicable Law (including with respect to any Device Receivable or Related Customer Lease), Assets transferred by the Originators or the nonconformity of any Device such Receivable or Related Customer Lease Assets with any such Applicable Law; (ivd) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases transferredAssets) transferred by such Originator, or purported to be transferredtransferred by such Originator, to any Lessee Borrower pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (ve) any attempt by any Person (including Borrower) to void the transfers by such Originator contemplated hereby under statutory provisions or common law or equitable action; (f) the failure to filehave filed, or any delay in filing offiling, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Applicable Laws with respect to any Device or Receivable and the other Related Customer Lease Assets in respect thereof, transferred by any such Originator, or purported to be transferred by any such Originator, to any Lessee Borrower pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vig) any dispute, claim, offset, defense, or other similar claim or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool transferred by such Originator, or purported to be transferred by such Originator, to Borrower pursuant to this Agreement (including a defense based on such Receivable or the Related Assets not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (h) any failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document; (i) any suit or claim related to the Devices Receivables or Related Customer Leases transferredAssets transferred by such Originator, or purported to be transferredtransferred by such Originator, to any Lessee Borrower pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices subject of any such Receivable or Related Customer LeasesAsset); (viij) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); (k) any investigation, litigation or proceeding related to this Agreement or any other Transaction Document or the use of proceeds of any purchase hereunder or in respect of any Receivable or other Related Assets or any related Contract (except to the extent relating to a credit losses on the Pool Receivable by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor); (l) any failure of such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (m) if legally required, the failure by such Originator to notify any Obligor of the assignment pursuant to the terms hereof of any Pool Receivable or Related Assets to Borrower (and subsequently, as pledged under the Loan and Security Agreement to Administrative Agent for the benefit of Lenders); (n) the failure by such Originator to comply with the “bulk sales” or analogous Applicable Laws of any jurisdiction; (o) any failure of such Originator to perform any of its respective duties or obligations under any Contract related to any Pool Receivable; (p) any failure by any DSG Party to obtain any Obligor’s consent to any transfer, sale or assignment of any rights and duties under a Contract that requires the Obligor thereunder to consent to any such transfer, sale or assignment of any rights and duties thereunder; or (viiiq) any commingling of any Collections by such Originator of any funds relating to the Customer Pool Receivables or Related Assets with any of its own funds or the funds of any other Person other than Non-Lockbox ReceivablesPerson. The foregoing indemnities shall apply whether or not liabilities and costs set forth above are in any way or to any extent owed, in whole or in part, under any claim or theory of strict liability.

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Law, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related LesseeSPEs, such Lessee’s SPEs’ Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 8.4 hereof, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes (except to the extent provided in clauses (viii) and (ix) below, and provided that no Originator Indemnified Party shall recover more than once for any Tax imposed from any indemnitor under the Transaction Documents) (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of the ownership, assignment maintenance or lease, as applicable, purchasing of the Devices and the Receivables or in respect of or related to any Receivable, Related Customer Leases pursuant to the Transaction Documents Assets or Lease Devices, or arising out of or relating to or resulting from the actions or inactions of the OriginatorsOriginators or any Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article VIVII, Originator Indemnified Amounts shall be excluded solely to the extent (wx) resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (xy) resulting from a claim brought by any Person Originator against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, jurisdiction or (yz) constituting they constitute recourse with respect to a Pool Receivable, the market Related Assets or residual value of a Device or the value of a Customer Lease or a Customer Receivable Devices by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease AgreementObligor. Without limiting the foregoing, each Originator shall indemnify, subject to the limits set forth in this Section 6.17.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting from: (i) the transfer by any Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable, Related Customer LeaseAssets and Lease Devices to any SPE pursuant to this Agreement and the grant of a security interest to any SPE pursuant to this Agreement; (ii) any representation or warranty made by any Originator under or in connection with any Transaction Document to which it is a partyDocument, any Information Package or any other information or report delivered by or on behalf of any Originator pursuant hereto, that which shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any Originator to comply with the terms of any Transaction Document applicable to it or any applicable Law (including with respect to any Device Receivable, the Related Assets or Related Customer LeaseLease Devices), or the nonconformity of any Device Receivable, Related Assets or Related Customer Lease Devices with any such Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases Assets and Lease Devices) transferred, or purported to be transferred, to any Lessee SPE pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Device or Related Customer Lease Receivable transferred by any Originator, or purported to be transferred by any Originator, to any Lessee SPE pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vi) any suit or claim related to the Devices or Related Customer Leases Receivables transferred, or purported to be transferred, to any Lessee SPE pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices or Related Customer Leasessubject of any such Receivable); (vii) failure by any Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction; or; (viii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred, or purported to be transferred, to any SPE pursuant to this Agreement and all reasonable costs and expenses related thereto or arising therefrom, which such Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein), Related Assets or Lease Devices or any goods which secure any such Receivables, Related Asset or Lease Devices; (ix) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous Taxes or the failure by any Originator or the Servicer to timely collect and remit to the appropriate authority any such Taxes (to the extent not duplicative of clause (viii) above); (x) any commingling by such any Originator or the Servicer of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person Person; (xi) the failure or delay to provide any Obligor with an invoice or other than Nonevidence of indebtedness; or (xii) any inability of any Originator or any SPE to assign any Receivable, other Related Asset or Lease Devices as contemplated under the Transaction Documents; or the violation or breach by any Originator of any confidentiality provision, or of any similar covenant of non-Lockbox Receivablesdisclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach.

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Applicable Law, each Originator severally but not jointlyjointly and severally, hereby agrees to indemnify and hold harmless its Related LesseeTransferee, such LesseeTransferee’s Affiliates and all of their respective successors, transferees, participants and assigns, the Administrative Agent, the Credit Parties, the Affected Persons, all Persons referred to in Section 7.4 8.4 hereof, and all officers, members, managers, directors, shareholders, controlling persons and employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damagesloss, lossesliability, claimsexpense, liabilities and related costs and expensesdamage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of such Originator pursuant to this Agreement or any other Transaction Document, including reasonable any judgment, award, settlement, Attorney Costs and documented attorneys’ fees and disbursements but excluding Taxes other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as as, “Originator Indemnified Amounts”); excluding (i) awarded against or incurred by any of them arising out of the ownership, assignment or lease, as applicable, of the Devices and the Related Customer Leases pursuant to the Transaction Documents or arising out of or relating to or resulting from the actions or inactions of the Originators; provided, however, notwithstanding anything to the contrary in this Article VI, Originator Indemnified Amounts shall be excluded to the extent (w) resulting a final non-appealable judgment of a court of competent jurisdiction holds that such Originator Indemnified Amounts resulted solely from the gross negligence or willful misconduct on the part of by such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, seeking indemnification and (xii) resulting from a claim brought by any Person against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) constituting recourse with respect Amounts to the market or residual value extent the same includes losses in respect of a Device or Receivables that are uncollectible solely on account of the value of a Customer Lease or a Customer Receivable by reason of bankruptcy or insolvency, bankruptcy, lack of creditworthiness or the other financial or credit condition or financial default, inability to pay of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease AgreementObligor. Without limiting or being limited by the foregoing, each Originator Originator, jointly and severally, shall indemnifypay on demand, subject to the limits set forth in this Section 6.1, and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify such Originator Indemnified Party from and against any and all Originator Indemnified Amounts arising out of, relating to or resulting from:from any of the following (but excluding Originator Indemnified Amounts described in clauses (i) and (ii) above): (i) the transfer by any such Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable and Related Customer LeaseRights to Transferee pursuant to this Agreement and the grant of a security interest to Transferee pursuant to this Agreement; (ii) any representation representation, warranty or warranty statement made or deemed made by such Originator (or any Originator of its respective officers) under or in connection with this Agreement or any of the other Transaction Documents (including in any report or certificate required to be delivered under any Transaction Document to which it is a party, or any other information or report delivered by or on behalf of any Originator pursuant hereto, that Document) shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any such Originator to comply with the terms of any Transaction Document applicable to it or any applicable Applicable Law (including with respect to any Device Receivable or the Related Customer LeaseRights), or the nonconformity of any Device Receivable or Related Customer Lease Rights transferred or purported to be transferred by such Originator with any such Applicable Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases Rights) transferred, or purported to be transferredtransferred by such Originator, to any Lessee Transferee pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) any attempt by any Person (including Transferee) to void the transfers by such Originator contemplated hereby under statutory provisions or common law or equitable action; (vi) the failure to filehave filed, or any delay in filing of, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Applicable Laws with respect to any Device or Related Customer Lease Receivable transferred by any such Originator, or purported to be transferred by any such Originator, to any Lessee Transferee pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vivii) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool transferred, or purported to be transferred by such Originator, to Transferee pursuant to this Agreement (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (viii) any failure of such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; (ix) any suit or claim related to the Devices or Related Customer Leases Receivables transferred, or purported to be transferredtransferred by such Originator, to any Lessee Transferee pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices or Related Customer Leasessubject of any such Receivable to the extent not covered pursuant to Section 8.6); (viix) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any Related Rights (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied) transferred or purported to be transferred by such Originator; (xi) the failure of any Originator, Servicer or any predecessor in interest to notify any Obligor of the assignment pursuant to the terms hereof by of any Receivable by such Originator to Transferee or the failure to require that payments (including any under the related insurance policies) be made directly to Transferee pursuant to the terms hereof; (xii) failure by any such Originator to comply with the “bulk sales” or analogous Applicable Laws of any jurisdiction; or; (viiixiii) any Taxes imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred, or purported to be transferred, to Transferee by such Originator pursuant to this Agreement and all reasonable and documented costs and expenses related thereto or arising therefrom, including the reasonable and documented fees and expenses of counsel in defending against the same, to the extent such Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein) or Related Rights pursuant to this Agreement or any goods which secure any such Receivables or Related Right; (xiv) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous Taxes or the failure by such Originator or Servicer to timely collect and remit to the appropriate authority any such taxes; (xv) any commingling by such Originator of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person Person; (xvi) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other than NonTransaction Document or in respect of any Receivable or any related Contract; (xvii) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; (xviii) any failure by such Originator to obtain consent from any Obligor prior to the assignment of any Receivable and Related Rights pursuant to the terms of this Agreement; (xix) any breach of any Contract as a result of the sale or contribution thereof or any Receivables related thereto by such Originator pursuant to this Agreement; (xx) any inability of such Originator or Transferee to assign any Receivable or other Related Right as contemplated under the Transaction Documents; or the violation or breach by such Originator or Servicer of any confidentiality provision, or of any similar covenant of non-Lockbox Receivablesdisclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach; (xxi) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Originator Indemnified Party in connection with the Transaction Documents as a result of any action of any Xxxxxxx Party or any of their respective Affiliates; or (xxii) any other amount paid or payable pursuant to Sections 4.02 or 13.04 of the Receivables Financing Agreement.

Each Originator’s Indemnity. Without limiting any other rights that any such Person may have hereunder or under applicable Law, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related Lessee, such Lessee’s Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 hereof, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of the ownership, assignment or lease, as applicable, of the Devices and the Related Customer Leases pursuant to the Transaction Documents or arising out of or relating to or resulting from the actions or inactions of the Originators; provided, however, notwithstanding anything to the contrary in this Article VI, Originator Indemnified Amounts shall be excluded to the extent (w) resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (x) resulting from a claim brought by any Person against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, (y) constituting recourse with respect to the market or residual value of a Device or Device, the value of a Customer Lease or a Customer Receivable by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer Customer, or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease Agreement. Without limiting the foregoing, each Originator shall indemnify, subject to the limits set forth in this Section 6.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting from: (i) the transfer by any Originator of any interest in any Device or Related Customer Lease; (ii) any representation or warranty made by any Originator under or in connection with any Transaction Document to which it is a party, party or any other information or report delivered by or on behalf of any Originator pursuant hereto, that which shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any Originator to comply with the terms of any Transaction Document applicable to it or any applicable Law (including with respect to any Device or Related Customer Lease), or the nonconformity of any Device or Related Customer Lease with any such Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Related Customer Leases transferred, or purported to be transferred, to any Lessee pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Device or Related Customer Lease transferred by any Originator, or purported to be transferred by any Originator, to any Lessee pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vi) any suit or claim related to the Devices or Related Customer Leases transferred, or purported to be transferred, to any Lessee pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with the Devices or Related Customer Leases); (vii) failure by any Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction; or; (viii) any commingling by such Originator of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person other than Non-Lockbox Receivables.

Each Originator’s Indemnity. Without limiting any other rights that which any such Person may have hereunder or under applicable Law, each Originator severally but not jointly, hereby agrees to indemnify and hold harmless its Related LesseeBuyers, such Lessee’s Buyers’ Affiliates and all of their respective successors, transferees, participants and assigns, all Persons referred to in Section 7.4 8.4 hereof, and all officers, members, managers, directors, shareholders, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented attorneys’ fees and disbursements but excluding Taxes (except to the extent provided in clauses (viii) and (ix) below, and provided that no Originator Indemnified Party shall recover more than once for any Tax imposed from any indemnitor under the Transaction Documents) (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded against or incurred by any of them arising out of the ownership, assignment maintenance or lease, as applicable, purchasing of the Devices and the Receivables or in respect of or related to any Receivable or Related Customer Leases pursuant to the Transaction Documents Assets or arising out of or relating to or resulting from the actions or inactions of the OriginatorsOriginators or any Affiliate of any of them; provided, however, notwithstanding anything to the contrary in this Article VIVII, Originator Indemnified Amounts shall be excluded solely to the extent (wx) resulting from the gross negligence or willful misconduct on the part of such Originator Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction, (xy) resulting from a claim brought by any Person Originator against an Originator Indemnified Party (other than any Sprint Party) for breach of such Originator Indemnified Party’s (other than any Sprint Party’s) obligations under any Transaction Document as determined by a final non-appealable judgment by a court of competent jurisdiction, jurisdiction or (yz) constituting they constitute recourse with respect to a Pool Receivable and the market or residual value of a Device or the value of a Customer Lease or a Customer Receivable Related Assets by reason of bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Customer or as a result of an Insolvency Event with respect to any Lessee and (z) resulting from a claim that Lessees are not required to indemnify under Article IV of the Master Lease AgreementObligor. Without limiting the foregoing, each Originator shall indemnify, subject to the limits set forth in this Section 6.17.1, and hold harmless each Originator Indemnified Party for any and all Originator Indemnified Amounts arising out of, relating to or resulting from: (i) the transfer by any Originator of any interest in any Device Receivable other than the sale or contribution, as applicable, of any Receivable and Related Customer LeaseAssets to any Buyer pursuant to this Agreement and the grant of a security interest to any Buyer pursuant to this Agreement; (ii) any representation or warranty made by any Originator under or in connection with any Transaction Document to which it is a partyDocument, any Information Package or any other information or report delivered by or on behalf of any Originator pursuant hereto, that which shall have been untrue, false or incorrect when made or deemed made; (iii) the failure of any Originator to comply with the terms of any Transaction Document applicable to it or any applicable Law (including with respect to any Device Receivable or the Related Customer LeaseAssets), or the nonconformity of any Device Receivable or Related Customer Lease Assets with any such Law; (iv) the lack of an enforceable ownership interest or a first priority perfected security interest in the Devices or Receivables (and all Related Customer Leases Assets) transferred, or purported to be transferred, to any Lessee Buyer pursuant to this Agreement against all Persons (including any bankruptcy trustee or similar Person); (v) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Device or Related Customer Lease Receivable transferred by any Originator, or purported to be transferred by any Originator, to any Lessee Buyer pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any time thereafter; (vi) any suit or claim related to the Devices or Related Customer Leases Receivables transferred, or purported to be transferred, to any Lessee Buyer pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection with merchandise or services that are the Devices or Related Customer Leasessubject of any such Receivable); (vii) failure by any Originator to comply with the “bulk sales” or analogous Laws of any jurisdiction; or; (viii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred, or purported to be transferred, to any Buyer pursuant to this Agreement and all reasonable costs and expenses related thereto or arising therefrom, which such Taxes or such amounts relating thereto arise by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein) or Related Assets or any goods which secure any such Receivables or Related Asset; (ix) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous Taxes or the failure by any Originator or the Servicer to timely collect and remit to the appropriate authority any such Taxes (to the extent not duplicative of clause (viii) above); (x) any commingling by such any Originator or the Servicer of any funds relating to the Customer Receivables with any of its own funds or the funds of any other Person Person; (xi) the failure or delay to provide any Obligor with an invoice or other than Nonevidence of indebtedness; or (xii) any inability of any Originator or any Buyer to assign any Receivable or other Related Asset as contemplated under the Transaction Documents; or the violation or breach by any Originator of any confidentiality provision, or of any similar covenant of non-Lockbox Receivablesdisclosure, with respect to any Contract, or any other Indemnified Amount with respect to or resulting from any such violation or breach.