Sprint - Nextel 2015 Annual Report Download - page 329

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 Guaranty, the Device Leases, any other Transaction Document or any related documents, (d) the existence of
any claim, set-off, counterclaim or other right that Guarantor or any other Person may have against any Lessee 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,
Guarantor, (f) any Law affecting any term of any of the Guaranteed Obligations, the Device Leases or any other Transaction
Document or any rights of Guaranty Beneficiary with respect thereto or otherwise, (g) the failure by Guaranty 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 Guaranteed Obligations or otherwise. This Guaranty is a guaranty of payment and not merely of
collection.
Without limiting the generality of the foregoing, Guarantor agrees that if any Lessee shall fail in any manner whatsoever to
pay any of its Guaranteed Obligations when the same shall be required to be paid under the Device Leases or the Second Step
Transfer Agreement, then Guarantor will itself pay within two Business Days following demand such Guaranteed Obligations.
Guarantor hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any
requirement that Guaranty Beneficiary exhaust any right to take any action against any Lessee or any other Person (including the
filing of any claims in the event of a receivership or bankruptcy of any Lessee or any other Person), or with respect to any collateral
at any time securing any of the Guaranteed Obligations, and hereby consents to any and all extensions of time of the due
performance of any or all of the Guaranteed Obligations. Guarantor 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.
Guarantor 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 Guaranteed Obligations, whether in equity or at law.
Notwithstanding anything to the contrary herein, it is expressly acknowledged that this Guaranty is not a guarantee of the
performance by any Customer of its obligations under its Customer Lease, and there shall be no recourse to Guarantor for any non-
payment or non-performance or delay in payment or performance of any Customer Lease solely by reason of the bankruptcy,
insolvency or lack of creditworthiness of the related Customer or the uncollectability of the obligations under such Customer Lease
or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to Guarantor or any Lessee for
uncollectible obligations under Customer Leases, in each case above, except to the extent that the guarantee of any Rent Payment
Shortfall constituting Guaranteed Obligations indirectly constitutes such recourse.
Section 2. Confirmation . Guarantor hereby confirms that the transactions contemplated by the Transaction Documents
have been arranged among the Lessees, the Originators and Guaranty Beneficiary, as applicable, with Guarantor’s full knowledge
and consent and any amendment, restatement, modification or supplement of, or waiver of
3