Sprint - Nextel 2015 Annual Report Download - page 275

or proceedings related thereto (the “ Liabilities ”) incurred by any Lessee Indemnitee, without duplication of any other amount paid,
as a result of:
(i) a Device Lease (or any part of it) being void, voidable or unenforceable for any reason;
(ii) the Devices being lost, stolen, damaged, or destroyed by, or confiscated from, in each case, any Lessee;
(iii) the sublease of any Devices to a Customer;
(iv) any information provided by or on behalf of a Sprint Party or any Affiliate for inclusion in a Device Lease
Schedule being incorrect;
(v) a Device Lease terminating in relation to some or all of the Devices before the end of the Term of that Device
Lease, except as otherwise expressly contemplated under this Agreement;
(vi) any failure by a Lessee to comply with its obligations in the Transaction Documents to which it is a party; or
(vii) any Lease Event of Default other than (x) a Lease Event of Default under Section 3.1(d) ( LeaseEventsof
Default) or (y) a Lease Event of Default that does not satisfy the criteria in Section 3.2(c) ( LeaseEventsofDefault);
provided, however, Lessee’s indemnity will not extend to (x) any Liability to the extent determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, fraud or willful misconduct of any
Lessee Indemnitee, or (y) any Liability arising as a result of a Device being a Non-Returned Device; provided that for purposes of
clause (x) above, no Lessee Indemnitee shall have a duty to (1) undertake an independent investigation into facts not disclosed to
Lessor because of gaps in Servicer’s information tracking and (2) know and comply with consumer leasing regulations (or industry
custom) in connection with the Devices and Customer Leases.
(b) Indemnity Continuing . Lessees’ indemnity is a continuing obligation, separate and independent from Lessee’s other
obligations. Lessees’ indemnity continues after a Device Lease ends or is terminated and it is not necessary for Lessor to incur an
expense or cost or make a payment before it enforces a right of indemnity.
(c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the parties hereto shall not
assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect,
consequential (including lost profits) or punitive damages (as opposed to direct or actual damages) arising out of, in connection with,
or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, or the
transactions contemplated hereby or thereby (save for claims in connection with breaches of confidentiality).
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