Sprint - Nextel 2015 Annual Report Download - page 252

the Lessees), Guarantor 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.
SECTION 8.2 No Waiver; Remedies . No failure on the part of the Buyer or any Lessee 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 8.3 Notices, Etc. The provisions of Section 21 of the MLS Intercreditor Agreement shall apply as if fully set
forth herein.
SECTION 8.4 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Each Lessee acknowledges that the Buyer’s rights under this Agreement may be
assigned as collateral to the Collateral Agent for the benefit of the Finance Parties, and Lessees consent to such assignment; provided
that such assignment shall neither release the Buyer from the performance of its obligations under this Agreement nor impair any
Lessee’s rights under this Agreement. The parties hereto agree that the Collateral Agent (and any of its assignees) is an intended
third-party beneficiary of this Agreement and is entitled to enforce the rights of the Buyer arising hereunder.
SECTION 8.5 Survival . The rights and remedies with respect to any breach of any representation and warranty made
by any Lessee or the Buyer pursuant to Article IV and the provisions of Sections 8.4 , 8.5 , 8.6 , 8.8 , 8.9 , 8.10 , 8.11 , 8.12 and 8.14
shall survive any termination of this Agreement.
SECTION 8.6 Costs and Expenses . Each party agrees to pay on demand all reasonable and documented out-of-pocket
costs and expenses incurred by the other party in connection with the negotiation, preparation, execution and delivery of any
amendment of or consent or waiver under this Agreement (whether or not consummated) requested by such party, or the
enforcement of, or any actual or reasonably claimed breach of, this Agreement, including reasonable and documented accountants’,
auditors’, consultants’ and attorneys’ fees and expenses to any of such Persons and the reasonable and documented fees and charges
of any independent accountants, auditors, consultants or other agents incurred in connection with any of the foregoing or in advising
such Persons as to their respective rights and remedies under this Agreement in connection with any of the foregoing.
SECTION 8.7 Execution in Counterparts; Integration . This Agreement may be executed in any number of counterparts
and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same Agreement. Executed counterparts may be delivered electronically.
This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with
respect to the subject matter hereof, superseding all prior oral or written understandings.
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