Sprint - Nextel 2015 Annual Report Download - page 314

compliance with, the Master Lease Agreement, the other Transaction Documents or any documents related hereto or thereto, (b) any
change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered Entity, (c) any extension,
renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Obligation (or any collateral
security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by
any Originator under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Agreement) or by any
party to this Agreement, the other Transaction Documents or any related documents, (d) the existence of any claim, set-off,
counterclaim or other right that Performance Support Provider or any other Person may have against any Covered Entity or any
other Person, (e) any impossibility or impracticability of performance, illegality, force majeure, act of Governmental Authority or
other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of,
Performance Support Provider, (f) any Law affecting any term of any of the Performance Support Obligations, the Device Leases or
any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (g) the failure by
Performance Beneficiary to take any steps to perfect and maintain perfected its interest in any collateral security or (h) any failure to
obtain any authorization or approval from or other action by, or to make any notification to or filing with, any Governmental
Authority required in connection with the performance of the Performance Support Obligations or otherwise.
Without limiting the generality of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail in
any manner whatsoever to perform or observe any of its Performance Support Obligations when the same shall be required to be
performed or observed under any applicable Transaction Document to which it is a party, Performance Support Provider will itself
duly and punctually perform or observe or cause to be performed or observed such Performance Support Obligations. Performance
Support Provider hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any
requirement that Performance Beneficiary exhaust any right to take any action against any Covered Entity or any other Person
(including the filing of any claims in the event of a receivership or bankruptcy of any Covered Entity or any other Person), or with
respect to any collateral at any time securing any of the Performance Support Obligations, and hereby consents to any and all
extensions of time of the due performance of any or all of the Performance Support Obligations. Performance Support Provider
hereby irrevocably waives, and agrees that it shall not exercise or assert, any right to reimbursement from any Lessee or any
Originator that it may acquire by way of subrogation or otherwise. Performance Support Provider also hereby expressly waives all
other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or
otherwise in connection with the Performance Support Obligations, whether in equity or at law. Notwithstanding anything to the
contrary herein, it is expressly acknowledged that this Agreement is not a guarantee of the collection of any particular Customer
Receivable, and there shall be no recourse to Performance Support Provider for any non-payment or delay in payment of any
Customer Receivable solely by reason of the bankruptcy, insolvency or lack of creditworthiness of the related Customer or the
uncollectability of any such Customer Receivable or for any Performance Support Obligations the payment of which could
otherwise constitute recourse to Performance Support Provider or
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