Sprint - Nextel 2015 Annual Report Download - page 330

compliance with, the Transaction Documents in accordance with the terms thereof by any of the foregoing shall be deemed to be
with Guarantor’s full knowledge and consent. Guarantor hereby confirms that on the date hereof it owns (directly or indirectly)
100% of the equity interests of each Lessee. Guarantor agrees to notify Guaranty Beneficiary in the event that it ceases to own
(directly or indirectly) 100% of the equity interests of any Lessee.
Section 3. Miscellaneous .
(a) Each of Guarantor and Guaranty 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 Guaranty nor consent to any departure by Guarantor therefrom
shall be effective unless the same shall be in writing and signed by Guaranty Beneficiary and Guarantor. No failure on the part of
Guaranty 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 Guaranty 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) of the Performance Support
Agreement, Guarantor shall not assign, delegate or otherwise transfer any of its obligations or duties hereunder without the prior
written consent of Guaranty Beneficiary. Guarantor expressly acknowledges that all of Guaranty Beneficiary’s right, title and
interest in, to and under this Guaranty shall be assigned as collateral to the Collateral Agent for the benefit of the Finance Parties,
and Guarantor consents to such assignment. The parties hereto agree that the Collateral Agent (and any assignee thereof) is an
intended third-party beneficiary of this Guaranty and is entitled to enforce the rights of Guaranty Beneficiary arising hereunder,
including requiring payment of any amounts required to be paid to Guaranty Beneficiary to be paid directly to the MLS Collection
Account (Tranche 1).
(d) THIS GUARANTY, 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 GUARANTY, ANY
OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR
THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH
4