Sprint - Nextel 2015 Annual Report Download - page 213

Originator shall have given its Related Lessee, MLS and the Collateral Agent not less than 30 days’ prior written notice of
such change and shall have cured such circumstances.
(e) Actions Impairing Quality of Title . Take any action that could reasonably be expected to cause a Related
Lessee not to have valid ownership, free and clear of any Lien (other than any Permitted Device Lien), of the Devices and
Related Customer Leases transferred under this Agreement (other than Devices and Related Customer Leases, if any,
subsequently (i) repurchased by the Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the
Originators pursuant to Sections 2.6, 2.7 or 2.8).
ARTICLE VI
INDEMNIFICATION
SECTION 6.1 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;
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