Sprint - Nextel 2015 Annual Report Download - page 324

consent or waivers under, this Agreement or any enforcement of, or any actual or reasonably claimed breach of, or claim under, this
Agreement, including the reasonable fees and expenses of counsel incurred in connection therewith and all accountants’, attorneys’,
auditors’, consultants’ and other agents’ fees and expenses incurred in connection with any of the foregoing or in advising such
Persons as to their respective rights and remedies under this Agreement; and
(b) all stamp and other similar Taxes and fees payable or determined to be payable in connection with the execution and
delivery, and, if applicable, filing and recording, of this Agreement, and agrees to indemnify and hold harmless Performance
Beneficiary against any liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes and fees;
provided , however , that so long as no Lease Default or Lease Event of Default has occurred and remains continuing, Performance
Support Provider’s obligation under this Section 9 to pay the reasonable and documented attorneys’ fees and expenses incurred by
Performance Beneficiary shall be limited to paying the reasonable and documented fees and expenses of one law firm selected by
Performance Beneficiary in its sole discretion; provided , further , however , that, for the avoidance of doubt, such limitation shall
not apply to any reasonable and documented attorneys’ fees and expenses incurred by Performance Beneficiary during the
continuance of a Lease Default or Lease Event of Default even if such event subsequently ceases to be continuing.
Section 10. Indemnities by Performance Support Provider . Without limiting any other rights that Performance
Beneficiary may have hereunder or under applicable Law, Performance Support Provider agrees to indemnify and hold harmless
each Lessee Indemnitee forthwith and on demand from and against any and all damages, losses, claims, liabilities and related costs
and expenses (including all filing fees, if any), including reasonable and documented attorneys’ fees and disbursements (all of the
foregoing being collectively referred to as “ Indemnified Amounts ”) incurred by any of them and arising out of, relating to or
resulting from (but not including amounts that are expressly excluded from Performance Support Obligations): (a) any breach by
Performance Support Provider (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction
Document; (b) the untruth or inaccuracy of any representation or warranty made by Performance Support Provider (in any capacity)
hereunder or under any other Transaction Document; (c) the failure of any information provided to any such Lessee Indemnitee by,
or on behalf of, Performance Support Provider (in any capacity) to be true and correct; (d) any negligence or willful misconduct of
Performance Support Provider (in any capacity) arising out of, relating to, in connection with, or affecting any transaction
contemplated by the Transaction Documents; or (e) the failure by Performance Support Provider (in any capacity) to comply with
any applicable Law, rule or regulation with respect to this Agreement or any other Transaction Document to which it is a party, the
transactions contemplated hereby or thereby, the Performance Support Obligations or otherwise; provided, however, notwithstanding
anything to the contrary in this Section 10 , excluding Indemnified Amounts solely to the extent (x) resulting from the gross
negligence or willful misconduct on the part of such Lessee Indemnitee as determined by a final non-appealable judgment by a court
of competent jurisdiction, (y) resulting from a claim brought by Performance Support Provider or any Covered Entity against a
Lessee Indemnitee for breach of
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