Sprint - Nextel 2015 Annual Report Download - page 285

extent required by applicable law. Prior to withholding any Taxes other than Lessee Covered Taxes from any payment hereunder,
Lessee(s) and/or Servicer shall consult with Lessor in good faith as to the withholding to be made.
SECTION 10.4 Gross Up. If a withholding or deduction of Lessee Covered Taxes is required by law, with respect to any
payment made to Lessor under a Device Lease during the Term of such Device Lease, Servicer and/or relevant Lessee(s) shall:
(a) withhold or deduct the required amount from the covered payment;
(b) pay (or procure the payment of) directly to the relevant authority the full amount required to be so withheld or deducted;
(c) promptly forward to the recipient, with a copy to Lessor, an official receipt or other documentation reasonably
satisfactory to Lessor evidencing such payment to such authority; and
(d) pay (or procure the payment of) to Lessor such additional amount or amounts as is necessary to ensure that the net
amount actually received by Lessor will equal the full amount Lessor would have received had no such withholding or deduction of
Lessee Covered Taxes been required.
SECTION 10.5 Non-Duplication . The parties acknowledge that Lessor (and the Series 1 Members) have entered into the
Tax Services Agreement with Servicer and Sprint and that such agreement addresses matters covered by this Agreement, and,
specifically, provides an indemnity to Lessor for Lessee Covered Taxes. The Parties agree that indemnities calculated in respect of
the Tax Services Agreement shall take into account any gross-up made under Section 10.4 ( GrossUp) to the extent required to
avoid duplication.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1 Amendments, etc.
No amendment or other modification of any provision of this Agreement shall be effective unless the same shall be in writing
and signed by the parties hereto and, if such amendment or other modification has the effect of changing Section 2.11(c)(i) of this
Agreement, this Section 11.1, Section 11.6 or Schedule 6 to this Agreement, consented to by Brightstar (such consent not to be
unreasonably withheld or delayed). No waiver of an obligation of any party hereto shall be effective unless in writing and signed by
the other parties hereto.
SECTION 11.2 No Waiver
No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or
further exercise thereof
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