Common use of Undertaking Clause in Contracts

Undertaking. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of Performance Beneficiary the due and punctual performance and observance by the Covered Entities of all their respective covenants, agreements, undertakings, indemnities and other obligations (including, in each case, those related to the breach by any Covered Entity of its respective representations and warranties), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its payment, repurchase, indemnity and similar obligations, including in respect of Dilutions), under the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Obligations”), 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 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement).

Undertaking. (a) For value received by it and its Affiliates, the Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Affected Parties the due and punctual performance and observance by each Originator and the Covered Entities Master Servicer (and any of their respective successors and assigns in such capacity) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or Master Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or Master Servicer’s payment, repurchase, Deemed Collections (including as defined in the Sale Agreement), indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, the Seller, any Covered EntityOriginator, Master Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed 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 Sale Agreement) or by any party to this Agreement, the other Transaction Documents or any related documents, (dD) the existence of any claim, set-off, counterclaim or other right that the Performance Support Provider Guarantor or any other Person may have against the Seller, any Covered Entity Originator, Master Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, the Performance Support ProviderGuarantor, (fF) any Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary Affected Party with respect thereto or otherwise, (gG) the failure by Performance Beneficiary the Administrative Agent or any Affected Party to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security or Collateral, (hH) any failure to obtain any authorization or approval from or other action by, by or to make any notification to notify or filing file with, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. otherwise or (I) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Performance Guarantor, any Originator, any surety or any guarantor (other than the defense of performance and/or payment in full of the Guaranteed Obligations). (b) Without limiting the generality of the foregoing, the Performance Support Provider Guarantor agrees that if any Covered Entity Originator or Master Servicer (or any of their respective successors and assigns in such capacity) shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then the Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, the Seller, any claims in the event of a receivership or bankruptcy of any Covered Entity Originator, Master Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, 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 assertSeller, any right to reimbursement from any Lessee Originator, Master Servicer or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. The Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything The Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. The Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Affected Parties (or any of them) exhaust any right to take any action against the contrary hereinSeller, any Originator, Master Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. The Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment a Pool Receivable or delay in payment of any Customer Receivable solely Related Asset by reason of an Event of Bankruptcy or insolvency, or the bankruptcyfinancial or credit condition or financial default, 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. Performance Support Provider For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary Buyer and each other Indemnified Person (together, the “Beneficiaries”) the due and punctual performance and observance by each Seller and the Covered Entities Sellers’ Agent (and any of their respective successors or assigns in such capacity which is an Affiliate of Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Seller or Seller’s Agent, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Seller’s or Sellers’ Agent’s payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) Agreements (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents Agreements or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered EntitySeller, the Sellers’ Agent or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) sold, or otherwise pledged or transferred by any Originator Seller under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer AgreementTransaction Agreements) or by any party to this Agreement, the other Transaction Documents Agreements or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller, the Sellers’ Agent or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support Providerany Seller, the Sellers’ Agent or Guarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Agreement, the Device Leases or rights of Buyer or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance Beneficiary the Buyer to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, by or to make any notification to notify or filing file with, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Seller or the Sellers’ Agent shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document Agreement to which it is a party, Performance Support Provider then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest It shall not be a condition to the accrual of the obligation of the Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity Buyer or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Guarantor, any claims in Seller, the event of a receivership or bankruptcy of any Covered Entity Sellers’ Agent or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against 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 assertGuarantor, any right to reimbursement from any Lessee Seller, the Sellers’ Agent or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against any Seller, the contrary herein, it is expressly acknowledged that this Agreement is not Sellers’ Agent or any other Person (including the filing of any claims in the event of a guarantee receivership or bankruptcy of any of the collection of any particular Customer Receivableforegoing), 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections collateral or collateral security 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 agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations (as defined other than unasserted contingent indemnification obligations) shall have been paid and performed in the Servicing Agreement)full.

Undertaking. For value received by the Performance Support Provider Guarantor and its Affiliates, the Performance Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator, the Covered Entities Transferor and the Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of the Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator, the Transferor or the Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s, the Transferor’s or the Servicer’s payment, repurchase, Deemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, the Seller, any Covered EntityOriginator, the Transferor, the Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by (x) any Originator under the First Step Transfer Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or by any Lessee otherwise modified from time to time, the “Purchase and Sale Agreement”) or (y) the Transferor under the Second Step Transfer Sale and Contribution Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Sale and Contribution Agreement”)) or by of any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that the Performance Support Provider Guarantor or any other Person may have against the Seller, any Covered Entity Originator, the Transferor, the Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Transferor, the Servicer or the Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Support Assets or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Performance Support Provider Guarantor agrees that if any Covered Entity Originator, the Transferor or the Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then the Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, the Seller, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Transferor, the Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, 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 assertSeller, any right to reimbursement from any Lessee Originator, the Transferor, the Servicer or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. The Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything The Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. The Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against the contrary hereinSeller, any Originator, the Transferor, the Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. The Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee include the payment or guaranty of any amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the collection of any particular Customer Receivableinsolvency, 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 or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator and the Covered Entities Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or the Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or the Servicer’s payment, repurchase, Deemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered EntitySeller, any Originator, the Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed 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 Purchase and Sale Agreement) or by of any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller, any Originator, the Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Servicer or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Supporting Assets or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Originator or the Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, any claims in Seller, any Originator, the event of a receivership or bankruptcy of any Covered Entity Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, and hereby consents to any and all extensions of time of Seller, any Originator, the due performance of Servicer or any or all of the Performance Support Obligationsother Person in respect thereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against any Seller, any Originator, the contrary hereinServicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably guarantees, assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator and the Covered Entities Initial Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of the Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or the Initial Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or the Initial Servicer’s payment, repurchaseDeemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy bankruptcy, insolvency or insolvency reorganization of, or similar proceeding with respect to the Seller, Exela Receivables Holdco 3, LLC (the “Pledgor”), any Covered EntityOriginator, the Initial Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver waiver, release or release other modification in respect of any Performance Support Guaranteed 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 Tier Purchase and Sale Agreement) or by any party pursuant to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against the Seller, the Pledgor, any Covered Entity Originator, the Initial Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Initial Servicer or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security or Collateral, (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwiseotherwise or (I) any other act or omission to act or delay of any kind by the Originators, Initial Servicer or the Performance Guarantor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 1, constitute a legal or equitable discharge of the Performance Guarantor’s obligations hereunder except as provided in the following paragraph. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Originator or the Initial Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, the Seller, the Pledgor, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Initial Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, and hereby consents to the Seller, the Pledgor, any and all extensions of time of Originator, the due performance of Initial Servicer or any or all of the Performance Support Obligationsother Person in respect thereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against the contrary hereinSeller, the Pledgor, any Originator, the Initial Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, the Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator and the Covered Entities Servicer of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or the Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or the Servicer’s payment, repurchase, Deemed Collection, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, incorporation, formation or ownership of, or the bankruptcy or insolvency of, the Borrower, any Covered EntityOriginator, the Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed 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 Purchase and Sale Agreement) or by of any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that the Performance Support Provider Guarantor or any other Person may have against the Borrower, any Covered Entity Originator, the Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Servicer or the Performance Support ProviderGuarantor, (fF) any Applicable Law Exhibit 10.2 1759078368 24780046 2 affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Performance Support Provider Guarantor agrees that if any Covered Entity Originator or the Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then the Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, the Borrower, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, 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 assertBorrower, any right to reimbursement from any Lessee Originator, the Servicer or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. The Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything The Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. The Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against the contrary hereinBorrower, any Originator, the Servicer or any other Person (including the filing of any claims in the event of a receivership, dissolution or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. The Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. Performance Support Provider For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary Buyer and each other Indemnified Person (collectively, the “Beneficiaries”) the due and punctual performance and observance by the Covered Entities Seller (and any of its successors or assigns in such capacity which is an Affiliate of Guarantor) of all their its respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity the Seller of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its the Seller’s payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) Agreements (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents Agreements or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, Seller or any Covered Entityother Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (sold or purportedly sold or contributed) or otherwise pledged or transferred by any Originator the Seller under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer AgreementTransaction Agreements) or by of any party to this Agreement, the other Transaction Documents Agreements or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support Providerthe Seller or Guarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Agreement, or rights of the Device Leases Buyer or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Buyer or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or make any filing with, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity the Seller shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document Agreement to which it is a party, Performance Support Provider then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest It shall not be a condition to the accrual of the obligation of the Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Buyer or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of any claims in Guarantor, the event of a receivership or bankruptcy of any Covered Entity Seller or any other Person)Person or have initiated any action or proceeding against the Guarantor, 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 Seller or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Seller or any other Person (including the contrary herein, it is expressly acknowledged that this Agreement is not filing of any claims in the event of a guarantee receivership or bankruptcy of any of the collection of any particular Customer Receivableforegoing), 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections collateral or collateral security 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 agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations (as defined other than unasserted contingent indemnification obligations) shall have been indefeasibly paid and performed in the Servicing Agreement)full.

Undertaking. Performance Support Provider For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary Buyer and each other Indemnified Person (collectively, the “Beneficiaries”) the due and punctual performance and observance by the Covered Entities each Seller Party (and any of its successors or assigns in such capacity which is an Affiliate of Guarantor) of all their its respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity such Seller Party of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its the Seller Parties’ payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) Agreements (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents Agreements or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered EntitySeller Party or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (sold or purportedly sold or contributed) or otherwise pledged or transferred by any Originator the Seller Parties under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer AgreementTransaction Agreements) or by of any party to this Agreement, the other Transaction Documents Agreements or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller Party or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support Providerany Seller Party or Guarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Agreement, or rights of the Device Leases Buyer or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Buyer or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or make any filing with, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Seller Party shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document Agreement to which it is a party, Performance Support Provider then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest It shall not be a condition to the accrual of the obligation of the Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Buyer or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Guarantor, any claims in the event of a receivership or bankruptcy of any Covered Entity Seller Party or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against 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 assertGuarantor, any right to reimbursement from any Lessee Seller Party or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against any Seller Party or any other Person (including the contrary herein, it is expressly acknowledged that this Agreement is not filing of any claims in the event of a guarantee receivership or bankruptcy of any of the collection of any particular Customer Receivableforegoing), 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections collateral or collateral security 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 agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations (as defined other than unasserted contingent indemnification obligations) shall have been indefeasibly paid and performed in the Servicing Agreement)full.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably guarantees, assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by the Covered Entities Borrower (and any of its successors or assigns in such capacity) of all their respective Borrower Obligations and any other covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Borrower of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its Borrower’s payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy bankruptcy, insolvency or insolvency reorganization of, or similar proceeding with respect to, Borrower or any Covered Entityother Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver waiver, release or release other modification in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Originator Borrower under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Loan and Security Agreement) or by any party pursuant to this Agreement, the other Transaction Documents or any other related documents, including, without limitation, any such modification which may increase the principal amount of, or the interest rates applicable to, any of the Borrower Obligations, or shorten the maturity or accelerate the date of payment of any of the Borrower Obligations, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Borrower or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Borrower or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security or Collateral, (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwiseotherwise or (I) any other act or omission to act or delay of any kind by Borrower or Performance Guarantor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 1, constitute a legal or equitable discharge of Performance Guarantor’s obligations hereunder except as provided in the following paragraph. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Borrower shall fail in any manner whatsoever to perform or observe any of its Performance Support the Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including the filing shall have first made any request of or demand upon or given any claims in the event of a receivership or bankruptcy of any Covered Entity notice to Performance Guarantor, Borrower or any other Person), Person or with have initiated any action or proceeding against any such Person in 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 Obligationsthereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Borrower or any other Person (including the contrary hereinfiling of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. Performance Support Provider For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary Buyer and each other Indemnified Party (together, the “Beneficiaries”) the due and punctual performance and observance by the Covered Entities Seller (and any of Seller’s successors or assigns in such capacity which is an Affiliate of Guarantor) of all their respective its covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Seller of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its Seller’s payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) Agreements (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents Agreements or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, Seller or any Covered Entityother Person, (cC) any merger or consolidation of Seller with or into any Person, (D) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) sold, or otherwise pledged or transferred by any Originator Seller under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer AgreementTransaction Agreements) or by any party to this Agreement, the other Transaction Documents Agreements or any other related documents, (dE) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller or any other Person, (eF) the failure by the Buyer to take any steps to perfect and maintain perfected its interest in, or the impairment or release of, any Collateral, (G) any failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the Guaranteed Obligations or otherwise, (H) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism or any act of any Governmental Authority or (I) any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support Provider, Seller or Guarantor (f) any Law affecting any term of any of the Performance Support Obligations, the Device Leases other than payment 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 otherwiseGuaranteed Obligations). Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Seller shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document Agreement to which it is a party, Performance Support Provider then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support ObligationsGuaranteed Obligations promptly following such failure. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest It shall not be a condition to the accrual of the obligation of Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity Buyer or any other Person (including the filing shall have first made any request of or demand upon or given any claims in the event of a receivership or bankruptcy of any Covered Entity notice to Guarantor, Seller, or any other Person)Person or have initiated any action or proceeding against Guarantor, 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 Seller or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Seller or any other Person (including the contrary herein, it is expressly acknowledged that this Agreement is not filing of any claims in the event of a guarantee receivership or bankruptcy of any of the collection of any particular Customer Receivableforegoing), 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections collateral or collateral security 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 agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations (as defined other than unasserted contingent indemnification obligations) shall have been paid and performed in the Servicing Agreement)full.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator and the Covered Entities Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or Servicer’s payment, repurchase, Deemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, Borrower, any Covered EntityOriginator, the Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed 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 Purchase and Sale Agreement) or by any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against Borrower, any Covered Entity Originator, the Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Servicer or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, by or to make any notification to notify or filing file with, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Originator or the Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, Borrower, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, and hereby consents to Borrower, any and all extensions of time of Originator, the due performance of Servicer or any or all of the Performance Support Obligationsother Person in respect thereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Borrower, any Originator, the contrary hereinServicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations (other than unasserted contingent indemnification obligations) shall have been paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator and the Covered Entities Initial Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or the Initial Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or the Initial Servicer’s payment, repurchaseDeemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, Borrower, any Covered EntityOriginator, the Initial Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed 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 Purchase and Sale Agreement) or by of any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against Borrower, any Covered Entity Originator, the Initial Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Initial Servicer or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Originator or the Initial Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, Borrower, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Initial Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, and hereby consents to Borrower, any and all extensions of time of Originator, the due performance of Initial Servicer or any or all of the Performance Support Obligationsother Person in respect thereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Borrower, any Originator, the contrary hereinInitial Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by the Covered Entities Borrower (and any of its successors or assigns in such capacity which is an Affiliate of Performance Guarantor) of all their respective Borrower Obligations and any other covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Borrower of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its payment, repurchase, indemnity and similar obligations, including in respect of Dilutions)monetary, under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy bankruptcy, insolvency or insolvency reorganization of, or similar proceeding with respect to, Borrower or any Covered Entityother Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver waiver, release or release other modification in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Originator Borrower under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Loan and Security Agreement) or by any party pursuant to this Agreement, the other Transaction Documents or any other related documents, including, without limitation, any such modification which may increase the principal amount of, or the interest rates applicable to, any of the Borrower Obligations, or shorten the maturity or accelerate the date of payment of any of the Borrower Obligations, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Borrower or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Borrower or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security or Collateral, (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise, or (I) any other act or omission to act or delay of any kind by Borrower or Performance Guarantor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 1, constitute a legal or equitable discharge of Performance Guarantor’s obligations hereunder except as provided in the following paragraph. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Borrower shall fail in any manner whatsoever to perform or observe any of its Performance Support the Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including the filing shall have first made any request of or demand upon or given any claims in the event of a receivership or bankruptcy of any Covered Entity notice to Performance Guarantor, Borrower or any other Person), Person or with have initiated any action or proceeding against any such Person in 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 Obligationsthereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Borrower or any other Person (including the contrary herein, it is expressly acknowledged that this Agreement is not filing of any claims in the event of a guarantee receivership or bankruptcy of any of the collection of any particular Customer Receivableforegoing), 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in the Servicing Agreement)full.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator and the Covered Entities Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator or the Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s or the Servicer’s payment, repurchase, Deemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, Seller, any Covered EntityOriginator, the Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed 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 Purchase and Sale Agreement) or by of any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against Seller, any Covered Entity Originator, the Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Servicer or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Supporting Assets or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Originator or the Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, Seller, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, and hereby consents to Seller, any and all extensions of time of Originator, the due performance of Servicer or any or all of the Performance Support Obligationsother Person in respect thereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Seller, any Originator, the contrary hereinServicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. Performance Support Provider For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably guarantees, assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by the Covered Entities Seller (and any of its successors or assigns in such capacity) of all their respective Seller Obligations and any other covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Seller of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its Seller’s payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy bankruptcy, insolvency or insolvency reorganization of, or similar proceeding with respect to, Seller or any Covered Entityother Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver waiver, release or release other modification in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Originator Seller under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Receivables Purchase Agreement) or by any party pursuant to this Agreement, the other Transaction Documents or any other related documents, including, without limitation, any such modification which may increase the principal amount of, or the interest rates applicable to, any of the Seller Obligations, or shorten the maturity or accelerate the date of payment of any of the Seller Obligations, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support ProviderSeller or Guarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security or Collateral, (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwiseotherwise or (I) any other act or omission to act or delay of any kind by Seller or Guarantor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 1, constitute a legal or equitable discharge of Guarantor’s obligations hereunder except as provided in the following paragraph. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Seller shall fail in any manner whatsoever to perform or observe any of its Performance Support the Guaranteed 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 then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest It shall not be a condition to the accrual of the obligation of Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including the filing shall have first made any request of or demand upon or given any claims in the event of a receivership or bankruptcy of any Covered Entity notice to Guarantor, Seller or any other Person), Person or with have initiated any action or proceeding against any such Person in 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 Obligationsthereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Seller or any other Person (including the contrary hereinfiling of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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 agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably guarantees, assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by Exela Receivables 1, LLC (“Existing SPV”), Exela Receivables Holdco, LLC (“Existing Holdco” and together with Existing SPV, the Covered Entities “Existing SPV Entities” and individually, each an “Existing SPV Entity”), each Originator and the Initial Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of the Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Existing SPV Entity, any Originator or the Initial Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Existing SPV Entity’s, any Originator’s or the Initial Servicer’s payment, repurchaseDeemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy bankruptcy, insolvency or insolvency reorganization of, or similar proceeding with respect to Borrower, any Covered Existing SPV Entity, any Originator, the Initial Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver waiver, release or release other modification in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Existing SPV Entity or any Originator under the First Step Receivable Transfer Agreement Agreements or by any Lessee under the Second Step Transfer Agreementapplicable Purchase and Sale Agreements) or by any party pursuant to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against Borrower, any Covered Entity Existing SPV Entity, any Originator, the Initial Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Existing SPV Entity, any Originator, the Initial Servicer or Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Administrative Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Administrative Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwiseotherwise or (I) any other act or omission to act or delay of any kind by the Existing SPV Entities, the Originators, Initial Servicer or the Performance Guarantor or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 1, constitute a legal or equitable discharge of the Performance Guarantor’s obligations hereunder except as provided in the following paragraph. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Existing SPV Entity, any Originator or the Initial Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Administrative Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, Borrower, any claims in Existing SPV Entity, any Originator, the event of a receivership or bankruptcy of any Covered Entity Initial Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, and hereby consents to Borrower, any and all extensions of time of Existing SPV Entity, any Originator, the due performance of Initial Servicer or any or all of the Performance Support Obligationsother Person in respect thereof. 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 Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Borrower, any Existing SPV Entity, any Originator, the contrary hereinInitial Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the insolvency, bankruptcy, insolvency or lack of creditworthiness or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. For value received by it and its Affiliates, Performance Support Provider Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary the Beneficiaries the due and punctual performance and observance by the Covered Entities Originator, MPI and Servicer (and any of their respective successors and assigns in such capacity which is an Affiliate of or successor to Performance Guarantor) of all their respective covenants, agreements, undertakings, undertakings and indemnities and other obligations (including, in each case, those related to the breach by any Covered Entity Originator, MPI or Servicer, as applicable, of its respective representations and warranties), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its payment, repurchase, Deemed Collection, indemnity and similar obligations, including in respect of Dilutions), under the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement amendment of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents Documents, or any documents related hereto or theretodocuments, (bB) any change in the existence, formation existence or ownership structure of, or the bankruptcy or insolvency of, Seller, Originator, Servicer or any Covered Entityother Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly Collateral sold or contributed) or otherwise pledged or transferred contributed by any such Originator under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Sale Agreement) or by any party to this Agreement, the other Transaction Documents or any related documentsdocument, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller, Originator, Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, any act of Governmental Authority or any other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support ProviderGuarantor, (fF) any Law affecting any term of any of the Performance Support Guaranteed Obligations, the Device Leases or rights of Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwisethereto, (gG) the failure by Performance Beneficiary Agent or any Secured Party to take any steps to perfect and maintain perfected its interest in any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, by or to make any notification to notify or filing file with, any Governmental Authority required in connection with the performance of the Performance Support Obligations or otherwiseGuaranteed Obligations. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Originator, MPI or Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a partyDocument, then Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. Performance Support Provider Guarantor hereby expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that Performance Beneficiary the Beneficiaries exhaust any right to take any action against any Covered Entity Seller, Originator, MPI or Servicer 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 Personof the foregoing), or with respect to any collateral or collateral security at any time securing any of the Performance Support Guaranteed Obligations, and hereby consents to any and all extensions of time of the due performance of any or all of the Performance Support Guaranteed Obligations. Performance Support Provider hereby irrevocably waives, and Guarantor agrees that it shall not exercise or assert, assert any right to reimbursement from any Lessee or any Originator that which it may acquire by way of subrogation or otherwiseunder this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. Performance Support Provider Guarantor also hereby expressly waives all other defenses it may have as a guarantor or a surety generally or otherwise based upon suretyship, suretyship or impairment of collateral or otherwise in connection with the Performance Support Obligations, Guaranteed Obligations whether in equity or at law. Notwithstanding anything to Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. For the contrary hereinsake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee of include the collection payment or guaranty of any particular Customer Receivable, and there shall be no amounts to the extent such amounts constitute recourse with respect to Performance Support Provider for any non-payment or delay in payment of any Customer a Pool Receivable solely by reason of the bankruptcybankruptcy or insolvency, insolvency or lack of creditworthiness the financial or credit condition or financial default, 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.

Undertaking. Performance Support Provider For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary Buyer Agent, each Buyer and each other Indemnified Person (together, the “Beneficiaries”) the due and punctual performance and observance by each Seller and the Covered Entities Seller Agent (and any of their respective successors or assigns in such capacity) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Seller or the Seller Agent, as applicable, of its their respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Seller’s or the Seller Agent’s payment, repurchase, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) Agreements (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents Agreements or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered EntitySeller, the Seller Agent or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) sold, or otherwise pledged or transferred by any Originator Seller under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer AgreementTransaction Agreements) or by any party to this Agreement, the other Transaction Documents Agreements or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider Guarantor or any other Person may have against any Covered Entity Seller, the Seller Agent or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, Performance Support Providerany Seller, the Seller Agent or Guarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Agreement, the Device Leases or rights of Buyer Agent, any Buyer or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance Beneficiary Buyer Agent or any Buyer to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Collateral or (hH) any failure to obtain any authorization or approval from or other action by, by or to make any notification to notify or filing file with, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider Guarantor agrees that if any Covered Entity Seller or the Seller Agent shall fail in any manner whatsoever to perform or observe any of its Performance Support Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document Agreement to which it is a party, Performance Support Provider then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. Performance Support Provider hereby expressly waives diligence, presentment, demand, protest It shall not be a condition to the accrual of the obligation of the Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as Guaranteed Obligation that Buyer Agent or any requirement that Performance Beneficiary exhaust any right to take any action against any Covered Entity Buyer or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Guarantor, any claims in Seller, the event of a receivership or bankruptcy of any Covered Entity Seller Agent or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against 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 assertGuarantor, any right to reimbursement from any Lessee Seller, the Seller Agent or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against any Seller, the contrary herein, it is expressly acknowledged that this Agreement is not Seller Agent or any other Person (including the filing of any claims in the event of a guarantee receivership or bankruptcy of any of the collection of any particular Customer Receivableforegoing), 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections collateral or collateral security 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 agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations (as defined other than unasserted contingent indemnification obligations) shall have been paid and performed in the Servicing Agreement)full.

Undertaking. For value received by the Performance Support Provider Guarantor and its Affiliates, the Performance Guarantor hereby absolutely, unconditionally and irrevocably assures and undertakes (as primary obligor and not merely as surety) for the benefit of Performance Beneficiary each of the Beneficiaries the due and punctual performance and observance by each Originator, the Covered Entities Transferor and the Servicer (and any of their respective successors or assigns in such capacity which is an Affiliate of the Performance Guarantor) of all their respective covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to the any breach by any Covered Entity Originator, the Transferor or the Servicer, as applicable, of its respective representations representations, warranties and warrantiescovenants), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its any Originator’s, the Transferor’s or the Servicer’s payment, repurchase, Deemed Collections, indemnity and or similar obligations, including in respect of Dilutions), under any of the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Guaranteed Obligations”), irrespective of: (aA) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease this Agreement, the other Transaction Documents or any documents related hereto or thereto, (bB) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, the Seller, any Covered EntityOriginator, the Transferor, the Servicer or any other Person, (cC) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Guaranteed Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by (x) any Originator under the First Step Transfer Second Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or by any Lessee otherwise modified from time to time, the “Purchase and Sale Agreement”) or (y) the Transferor under the Second Step Transfer Amended and Restated Sale and Contribution Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Sale and Contribution Agreement”)) or by of any party to this Agreement, the other Transaction Documents or any other related documents, (dD) the existence of any claim, set-off, counterclaim or other right that the Performance Support Provider Guarantor or any other Person may have against the Seller, any Covered Entity Originator, the Transferor, the Servicer or any other Person, (eE) any impossibility or impracticability of performance, illegality, force majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise constitute a legal or equitable discharge or defense available to, or provide provides a discharge of, any Originator, the Transferor, the Servicer or the Performance Support ProviderGuarantor, (fF) any Applicable Law affecting any term of any of the Performance Support ObligationsGuaranteed Obligations or any Transaction Document, or rights of the Device Leases Agent or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwise, (gG) the failure by Performance the Agent or any Beneficiary to take any steps to perfect and maintain perfected its interest in in, or the impairment or release of, any collateral security Support Assets or (hH) any failure to obtain any authorization or approval from or other action by, or to make provide any notification to or filing withmake any filing, any Governmental Authority required in connection with the performance of the Performance Support Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Performance Support Provider Guarantor agrees that if any Covered Entity Originator, the Transferor or the Servicer shall fail in any manner whatsoever to perform or observe any of its Performance Support respective Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to which it is a party, then the Performance Support Provider Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such Performance Support Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of the Performance Support Provider hereby expressly waives diligence, presentment, demand, protest Guarantor hereunder to perform or notice of to observe any kind whatsoever, as well as any requirement Guaranteed Obligation that Performance Beneficiary exhaust any right to take any action against any Covered Entity the Agent or any other Person (including shall have first made any request of or demand upon or given any notice to the filing of Performance Guarantor, the Seller, any claims in Originator, the event of a receivership or bankruptcy of any Covered Entity Transferor, the Servicer or any other Person), Person or with respect to have initiated any collateral at any time securing any of action or proceeding against the Performance Support ObligationsGuarantor, 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 assertSeller, any right to reimbursement from any Lessee Originator, the Transferor, the Servicer or any Originator that it may acquire by way of subrogation or otherwiseother Person in respect thereof. The Performance Support Provider Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and 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, Guaranteed Obligations whether in equity or at law. Notwithstanding anything The Performance Guarantor agrees that its obligations hereunder shall be irrevocable and unconditional. The Performance Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against the contrary hereinSeller, any Originator, the Transferor, the Servicer or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or with respect to any collateral or collateral security 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. The Performance Guarantor agrees that it shall not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it is expressly acknowledged and agreed that this Agreement is the Guaranteed Obligations do not a guarantee include the payment or guaranty of any amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the collection of any particular Customer Receivableinsolvency, 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 or other financial inability to pay 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 any Covered Entity for uncollectible Customer Receivables; provided that, for the avoidance of doubt, this paragraph shall not relieve Performance Support Provider or any Covered Entity from making any payments required to be made by it pursuant to any Transaction Document to which it is a party with respect to any Deemed Collections (as defined in the Servicing Agreement)Obligor.