Sprint - Nextel 2015 Annual Report Download - page 323

or unenforceability by reason of the bankruptcy, insolvency, reorganization or other similar Laws or any other Law or order of any
Governmental Authority thereof purporting to reduce, amend or otherwise affect the Performance Support Obligations shall impair,
affect or be a defense to or claim against the obligations of Performance Support Provider under this Agreement.
(b) This Agreement shall survive the insolvency of any Covered Entity, Performance Beneficiary or any other Person and
the commencement of any case or proceeding by or against any Covered Entity or any other Person under any bankruptcy,
insolvency, reorganization or other similar Law. No automatic stay under any bankruptcy, insolvency, reorganization or other similar
Law with respect to any Covered Entity or any other Person (other than the Performance Support Provider to the extent required by
applicable law) shall postpone the obligations of Performance Support Provider under this Agreement.
Section 7. Set-off . Performance Beneficiary is hereby authorized at any time during the continuance of a Lease Event of
Default (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other
notice, each of which are hereby expressly waived) any indebtedness held or owing by Performance Beneficiary to or for the account
of Performance Support Provider against amounts owing by Performance Support Provider hereunder (even if contingent and
unmatured).
Section 8. Entire Agreement; Severability; No Party Deemed Drafter . This Agreement and the other Transaction
Documents constitute the entire agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by Law or any other agreement, and this Agreement
shall be in addition to any other guaranty of or collateral security for any of the Performance Support Obligations. The provisions of
this Agreement are severable, and in any action or proceeding involving any state corporate or limited liability company law, or any
bankruptcy, insolvency, reorganization or other similar Law, if the obligations of Performance Support Provider hereunder would
otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of Performance Support
Provider’s liability under this Agreement, then, notwithstanding any other provision of this Agreement to the contrary, the amount of
such liability shall, without any further action by Performance Support Provider or Performance Beneficiary, be automatically
limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions
of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each of the
parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Agreement.
Section 9. Expenses . Performance Support Provider agrees to pay on demand:
(a) all reasonable and documented out-of-pocket costs and expenses incurred by Performance Beneficiary in connection
with any amendment, restatement or supplement of, or
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