Sprint - Nextel 2015 Annual Report Download - page 328

“ Device Lease ”), on the Lease Closing Date Guaranty Beneficiary commenced leasing the Lease Closing Date Devices to the
relevant Lessee;
WHEREAS, pursuant to that certain Amended and Restated Servicing Agreement (Tranche 1), dated as of the date hereof
and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “
Servicing Agreement ”), by and among the Lessees, Servicer, Guaranty Beneficiary and Collateral Agent, Servicer will service the
Devices and related Customer Leases for Lessees and Guaranty Beneficiary as further described in the Servicing Agreement;
WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income
tax purposes, and thus specifically that (i) the Cash Purchase Price paid under the Second Step Transfer Agreement at closing be
treated for such purposes as amounts loaned by Guaranty Beneficiary for which the Devices provide security and (ii) Rental
Payments payable to Guaranty Beneficiary under the Device Leases be treated for such purposes as payments on such indebtedness
owed to Guaranty Beneficiary;
WHEREAS, Guarantor is the direct or indirect parent of each of the Lessees and will receive substantial direct and indirect
benefits from the sale and leaseback arrangements contemplated by the First Step Transfer Agreement, the Second Step Transfer
Agreement, the Device Leases and the other Sprint Transaction Documents; and
WHEREAS, it is a condition precedent to Guaranty Beneficiary entering into the Omnibus Consent that Guarantor shall have
executed and delivered this Guaranty.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Guaranty . Guarantor hereby absolutely, unconditionally and irrevocably guarantees, for the benefit of
Guaranty Beneficiary, the due and punctual payment by the Lessees of (i) the Rental Payments to the extent constituting a Rent
Payment Shortfall (as defined in the Second Step Transfer Agreement), if any, due and payable under each Device Lease, and (ii)
any Device Lease Early Termination Amount or Present Value Device Lease Amount due and payable under the Master Lease
Agreement and provided further that in no event shall Guarantor’s aggregate liability under this Guaranty under clauses (i) and (ii)
above exceed an amount equal to 20% of the Cash Purchase Price (collectively, as limited, the “ Guaranteed Obligations ”), in each
case, irrespective of: (a) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment,
restatement, modification or supplement of, or waiver of compliance with, the Master Lease Agreement, the Device Leases, any
other Transaction Document or any documents related hereto or thereto, (b) any change in the existence, formation or ownership of,
or the bankruptcy or insolvency of, any Lessee or any other Sprint Party, (c) any extension, renewal, settlement, compromise,
exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold,
contributed (or purportedly sold or contributed) or otherwise pledged or
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