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required to comply with pursuant to this Agreement or under applicable Laws; (iv) any Claims to the
<br />extent arising out of or resulting from TowerCo's or any Space Subtenant's acts or omissions or the
<br />negligence or intentional acts or omissions of any of their respective agents, employees, engineers,
<br />contractors, subcontractors, licensees, or invitees in or about each Site, (v) the use, ownership, possession,
<br />operation, leasing, management or any other activities (other than activities of a Sublessor) related to the
<br />Managed Components during the Term of this Agreement or any Management Activities provided
<br />hereunder, (vi) any claim that any of the Management Activities (including, without limitation, any report
<br />or document delivered by TowerCo as part of the Management Activities) infringes or misappropriates
<br />any patent, copyright, trademark, trade secret or other intellectual property right of any third party, and
<br />(vii) any other matter or circumstance in rospect of which a provision of this Agreement provides that
<br />TowerCo shall indemnify and hold harmless each AirTouch Indemnitee. If any action or proceeding is
<br />brought against any AirTouch Indemnitee by reason of any such Claim, TowerCo upon notice from
<br />AirTouch covenants and agrees to defend such action or proceeding at its expense.
<br />(c) Subject to the provisions of Section 21(a) above, each Sublessor agrees to
<br />indemnify and to hold each TowerCo Indemnitee harmless from any and all Claims suffered or incurred
<br />by TowerCo by reason of, or arising out of (i) any default, breach, performance or nonperformance of
<br />such Sublessor's obligations and covenants under this Agreement; (ii) any Claims against TowerCo
<br />arising out of or resulting from such Sublessor's use, operation, maintenance or occupancy at a Site
<br />subsequent to the applicable Site Commencement Date of AirTouch's Communications Equipment or the
<br />Reserved Space, to the extent TowerCo is not responsible therefor under the terms of this Agreement;
<br />(iii) such Sublessor's failure to comply at a Site subsequent to the applicable Site Commencement Date
<br />with any applicable Laws or with the directives of the FCC, FAA or any other Governmental Authority as
<br />to AirTouch's Communications Equipment; (iv) any Claims against TowerCo to the extent arising out of
<br />or resulting from any Sublessor's acts or omissions or the negligence or intentional actions or omissions
<br />of any of such Sublessot's agents, employees, engineers, contractors, subcontractors, licensees or invitees
<br />in or about each Site subsequent to the applicable Site Commencement Date (excluding for such purpose,
<br />TowerCo and its Affiliates, employees, engineers, contractors, subcontractors, licensees and invitees); and
<br />(v) any other provision of this Agreement which provides that such Sublessor shall indemnify and hold
<br />hamrless TowerCo in respect of the matters contained in such provision. If any action or proceeding is
<br />brought against TowerCo by reason of any such Claim, such Sublessor upon notice from TowerCo
<br />covenants and agrees to defend such action or proceeding at its expense.
<br />(d) Upon receipt of written notice of any claim, demand or assessment from or the
<br />commencement of any suit, arbitration, action or proceeding by a third party (a "Claim") in respect of
<br />which indemnity may be sought on account of an indemnity agreement contained in this Section 21, the
<br />party seeking indemnifiartion (the "Indemnitee") shall promptly, but in no event later than fifteen (15)
<br />business days prior to the date a response or answer thereto is due (unless a response or answer is due
<br />within fewer than fifteen (15) business days from the date of Indemnitee's receipt of notice thereof),,
<br />inform the party against whom indemnification is sought (the "Indemnitor") in writing thereof. The
<br />failure, refusal or neglect of such Indemnitee to notify the Indemnitor within the time period specified
<br />above of any such Claim shall relieve such Indemnitor from any liability which it may have to such
<br />Indemnitee in connection therewith, if the effect of such failure, refusal or neglect is to prejudice
<br />materially the rights of the Indemnitor in defending against the Claim.
<br />(e) In case any Claim shall be asserted or commenced against an Indemnitee, and such
<br />Indemnitee shall have trmely and properly notified the lndemnitor of the commencement thereof, the
<br />Indemnitor shall assume the defense, conduct or settlement thereof, with counsel selected by the
<br />Indemnitor. After assumption of the defense, wnduct or settlement thereof, the Indemnitor will not be
<br />liable to the Indemnitee for expenses incurred by Indemnitee in connection with the defenses conductor
<br />settlement thereof, except for such expenses as may be reasonably required to enable the Indemnitor to
<br />take over such defense, conduct or settlement.
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