Sprint - Nextel 2015 Annual Report Download - page 321

that no Sprint Party shall be responsible for any alteration, modification or change made to a Device by a Customer or for any repairs
made by a third-party maintenance provider on behalf of a Customer. Performance Support Provider will not and will cause each
Covered Entity not to amend, waive or otherwise modify any term or condition of any Customer Lease except in accordance with
Section 8.2(a) of the Servicing Agreement.
Section 5. Miscellaneous .
(a) Each of Performance Support Provider and Performance Beneficiary agrees that any payments hereunder will be
made to the MLS Collection Account (Tranche 1) on the date when due in electronically transmitted funds.
(b) No amendment or waiver of any provision of this Agreement nor consent to any departure by Performance
Support Provider therefrom shall be effective unless the same shall be in writing and signed by Performance Beneficiary and
Performance Support Provider. No failure on the part of Performance Beneficiary to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.
(c) This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns. The parties hereto may not assign, delegate or otherwise transfer any rights or obligations hereunder except as permitted
under Section 11.5 of the Master Lease Agreement and, in any event, except as permitted under Section 4(c), Performance Support
Provider shall not assign, delegate or otherwise transfer any of its obligations or duties hereunder without the prior written consent of
Performance Beneficiary. Performance Support Provider expressly acknowledges that all of Performance Beneficiary’s right, title
and interest in, to and under this Agreement shall be assigned as collateral to the Collateral Agent for the benefit of the Finance
Parties, and Performance Support Provider consents to such assignment. The parties hereto agree that the Collateral Agent (and any
assignee thereof) is an intended third-party beneficiary of this Agreement and is entitled to enforce the rights of Performance
Beneficiary arising hereunder, including requiring payment of any amounts required to be paid to Performance Beneficiary to be
paid directly to the MLS Collection Account (Tranche 1).
(d) THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).
(e) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR
THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH
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