Sprint - Nextel 2015 Annual Report Download - page 214

(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.
SECTION 6.2 Contribution . If for any reason the indemnification provided above in this Article VI is unavailable to an
Originator Indemnified Party or is insufficient to hold an Originator Indemnified Party harmless, then each Originator shall
contribute to the amount paid or payable by such Originator Indemnified Party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect not only the relative benefits received by such Originator Indemnified Party on the one
hand and such Originator on the other hand but also the relative fault of such Originator Indemnified Party as well as any other
relevant equitable considerations.
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