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:

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:

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:

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):

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):

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:

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):

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:

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: