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8.7 No agreements, leases, rental arrangements, licenses,or permits, whether written or oral,
<br /> express or implied, relating to the Microwave Operations, that would adversely affect
<br /> Incumbent's ability to perform any of its obligations under this Agreement, are in
<br /> existence.
<br /> 8.8 No consent, approval, authorization, order of, or registration, qualification, or filing with
<br /> the FCC or any other regulatory agency, court or other governmental entity is required for
<br /> Incumbent's execution, delivery and performance of this Agreement, other than such
<br /> consents, approvals, authorizations, orders, registrations, qualifications or filings
<br /> contemplated in connection with the Decommissioning of the Licensed Frequencies. No
<br /> consent of any other party is required for Incumbent's execution, delivery and
<br /> performance of this Agreement.
<br /> 8.9 Incumbent has not received or entered into a contract to receive, nor shall it enter into a
<br /> contract to receive, from a party other than AT&T MOBILITY, any payment or
<br /> reimbursement for the relocation of its Microwave Operations on the Licensed
<br /> Frequencies.
<br /> 9. Representations and Warranties of AT&T MOBILITY. AT&T MOBILITY makes the following
<br /> representations and warranties to Incumbent:
<br /> 9.1 AT&T MOBILITY is duly organized and validly existing in the jurisdiction of its
<br /> organization and has all the necessary power and authority to execute, deliver and
<br /> perform its obligations contemplated by this Agreement.
<br /> r..- 9.2 The execution, delivery and performance by AT&T MOBILITY of this Agreement does
<br /> not conflict with any law, regulation, order, contract or instrument to which AT&T
<br /> MOBILITY is subject or by which AT&T MOBILITY is bound.
<br /> 9.3 This Agreement constitutes a valid and binding agreement of AT&T MOBILITY,
<br /> enforceable in accordance with its terms.
<br /> 10. Indemnification by Incumbent. To the extent allowed by law and without waiver of its
<br /> sovereign immunity, Incumbent agrees to indemnify, defend and hold harmless AT&T
<br /> MOBILITY, its members, owners, officers, directors, and stockholders, and its and their agents,
<br /> representatives, designees, affiliates, employees and respective successors or assigns (the "AT&T
<br /> MOBILITY Indemnitees"), from and against, and shall reimburse the AT&T MOBILITY
<br /> Indemnitees on written demand for, any and all liabilities, losses, damages, claims, demands,
<br /> actions,costs and expenses (including without limitation, court costs and reasonable attorneys'
<br /> fees)of any kind or nature (the "Liabilities"),that such AT&T MOBILITY Indemnitees may
<br /> suffer, sustain, incur, pay or expend by reason of, or as a result, of any and all claims, losses,
<br /> penalties, forfeitures, damages,judgments, causes of action, suits and liabilities arising out of or
<br /> related to (a)the breach by Incumbent of any of the terms and conditions of this Agreement, (b)
<br /> each and every breach or default of, or inaccuracy or omission in any representations,warranties
<br /> or covenants of Incumbent contained herein, (c) any negligent or willful act, or failure to act,by
<br /> Incumbent,its owners, officers, directors, agents, representatives, designees or affiliates, in the
<br /> performance of its obligations under this Agreement, (d) the ownership or operation of the
<br /> facilities or equipment included with or among the Microwave Operations, whether before or
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