Sprint - Nextel 2015 Annual Report Download - page 332

thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect or be a defense to or claim
against the obligations of Guarantor under this Guaranty.
(b) This Guaranty shall survive the insolvency of any Lessee, Guaranty Beneficiary or any other Person and the
commencement of any case or proceeding by or against any Lessee or any other Person under any bankruptcy, insolvency,
reorganization or other similar Law. No automatic stay under any bankruptcy, insolvency, reorganization or other similar Law with
respect to any Lessee or any other Person (other than Guarantor to the extent required by applicable law) shall postpone the
obligations of Guarantor under this Guaranty.
Section 5. Set-off . Guaranty Beneficiary is hereby authorized at any time during the continuance of a Lease Event of
Default (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other
notice, each of which are hereby expressly waived) any indebtedness held or owing by Guaranty Beneficiary to or for the account of
Guarantor against amounts owing by Guarantor hereunder (even if contingent and unmatured).
Section 6. Entire Agreement; Severability; No Party Deemed Drafter . This Guaranty and the other Transaction
Documents constitute the entire agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by Law or any other agreement, and this Guaranty shall
be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Guaranty
are severable, and in any action or proceeding involving any state corporate or limited liability company law, or any bankruptcy,
insolvency, reorganization or other similar Law, if the obligations of Guarantor hereunder would otherwise be held or determined to
be avoidable, invalid or unenforceable on account of the amount of Guarantor’s liability under this Guaranty, then, notwithstanding
any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by Guarantor or
Guaranty Beneficiary, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such
action or proceeding. Any provisions of this Guaranty that are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Guaranty.
Section 7. Expenses . Guarantor agrees to pay on demand:
(a) all reasonable and documented out-of-pocket costs and expenses incurred by Guaranty Beneficiary in connection with
any amendment, restatement or supplement of, or consent or waiver under, this Guaranty, or any enforcement of, or any actual or
reasonably claimed breach of, or claim under, this Guaranty, including the reasonable fees and expenses of counsel incurred in
connection therewith and all accountants’, attorneys’, auditors’, consultants’
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