Sprint - Nextel 2015 Annual Report Download - page 215

ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Amendments, etc. No amendment or waiver of any provision of this Agreement or consent to any
departure by any Originator therefrom shall in any event be effective unless the same shall be in writing and signed by the Lessee
Representative, MLS and the Collateral Agent and (if an amendment) the Originators, and if such amendment or waiver affects the
obligations of Sprint, Sprint consents in writing thereto, and then any such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. Each Originator may not amend or otherwise modify any other Transaction
Document executed by it without the written consent of the Lessee Representative, MLS and the Collateral Agent, and if such
amendment or waiver affects the obligations of Sprint, Sprint consents in writing thereto.
SECTION 7.2 No Waiver; Remedies . No failure on the part of any Lessee or any Originator Indemnified Party 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 or the exercise of any other
right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies
provided by Law.
SECTION 7.3 Notices, Etc. The provisions of Section 21 ( Notices) of the MLS Intercreditor Agreement shall apply as if
fully set forth herein.
SECTION 7.4 Binding Effect; Assignment . Each Originator acknowledges that MLS may rely upon the terms of this
Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns. Except as provided below, no party may assign its rights and obligations hereunder in whole or in part without the prior
written consent of each of the other parties (not to be unreasonably withheld or delayed). Each Originator acknowledges that
Lessees’ rights under this Agreement and rights in the Devices and Related Customer Leases may be sold outright or assigned as
collateral to MLS under the Second Step Transfer Agreement and may be further assigned as collateral to the Collateral Agent on
behalf of the Financing Parties, and the Originators consent to such assignments. The parties hereto agree that MLS and the
Collateral Agent (and any assignee of any of them) is each an intended third-party beneficiary of this Agreement and is entitled to
enforce the rights of Lessees arising hereunder, including requiring payment of any amounts required to be paid to MLS or any other
Originator Indemnified Party to be paid directly to the MLS Collection Account (Tranche 1).
SECTION 7.5 Survival . The rights and remedies with respect to any breach of any representation and warranty made by
any Originator or any Lessee pursuant to Article IV , the indemnification provisions of Article VI , and the provisions of Sections
7.4 , 7.5 , 7.6 , 7.8 , 7.9 , 7.10 , 7.11 , 7.12 and 7.14 shall survive any termination of this Agreement.
SECTION 7.6 Costs and Expenses . In addition to its obligations under Article VI , each Originator agrees to pay on
demand all reasonable and documented out-of-
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