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 (a) TECO hereby absolutely, unconditionally and irrevocably assures irrevocably: (i) guarantees (as primary obligor and undertakes for not as surety), in favor of the benefit of Performance Beneficiary Beneficiaries, the due and punctual prompt performance and observance by the Covered Entities in full of all their respective covenantsperformance (in the case of each reference to "performance" herein, agreementsto cause performance through TECO's causing another party to perform Contractor's performance obligations strictly in accordance with the terms of the Construction Contract) and payment obligations of Contractor under the Construction Contract strictly in accordance with the terms set forth in the Construction Contract (except as expressly set forth herein) (such obligations being collectively referred to herein as the "Supported Obligations"); --------------------- (ii) agrees that (A) if for any reason whatsoever Contractor shall fail or be unable to perform or pay in full any of the Supported Obligations as and when required or due, undertakingsTECO will promptly perform or pay the same without regard to any exercise or non-exercise by any Beneficiary of any right, indemnities remedy, power or privilege under or in respect of the Construction Contract, and other obligations (includingB) in the case of any extension of time of the performance, payment or renewal of any of the Supported Obligations pursuant to the terms of the Construction Contract and, if necessary, the Credit Documents, the same will be promptly performed or paid in full when required or due in accordance with the terms of such extension or renewal, in each case, those related except as set forth in Section 2.1(c) hereof, by expending an aggregate amount up to the breach by any Covered Entity of its respective representations then-applicable Undertaking Limit; and (iii) agrees that if, notwithstanding the representation and warranties)warranty set forth in Section 3.11 hereof or anything to the contrary herein, whether monetary or non-monetary and regardless enforcement of the capacity liability of TECO hereunder for the full amount of the Supported Obligations would be an unlawful or voidable transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the liability of TECO hereunder shall be reduced to the highest amount for which such liability may then be enforced without giving rise to an unlawful or voidable transfer under any such law. (b) In fulfilling its obligations hereunder with respect to the Supported Obligations, TECO hereby irrevocably and unconditionally guarantees, promises and agrees to perform and comply with the Construction Contract. The words "perform and comply with" are used in which incurred their most comprehensive sense and include without limitation (including x) the payment of all costs and expenses with respect to the achievement of its Final Acceptance of the Project within the time and in the manner set forth in the Construction Contract, (y) the payment, repurchase, indemnity and similar obligations, including in respect satisfaction or discharge 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 all Liens arising out of, or waiver of compliance withrelating to, any work associated with the Master Lease Agreement, the other Transaction Documents Construction Contract or any documents subcontracts related hereto thereto that are or thereto, may be imposed upon or asserted against the Project and (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, (dz) the existence defense and indemnification of any claimthe Beneficiaries against all such Liens, set-offwhether arising from the furnishing of labor, counterclaim materials, supplies or equipment, from taxes, assessments, fees or other right that Performance Support Provider charges, from injuries or any other Person may have against any Covered Entity damage to persons or any other Personproperty, (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, in each case, except as provided in clause (gii) below and Section 2.1(c), as and to the failure extent required 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 terms of the Performance Support Obligations or otherwiseConstruction Contract. Without limiting the generality of the foregoing, TECO agrees: (i) to obtain and maintain in favor of, and deliver to, the Beneficiaries as security for the performance of its obligations hereunder the revolving letter of credit referred to in Section 11.11 of the Construction Contract having a stated amount at all times in accordance with Schedule 2 attached hereto; (ii) to pay from TECO's own resources up to the then-applicable Undertaking Limit, Schedule Liquidated Damages and Performance Support Provider Liquidated Damages as and when due under the Construction Contract; provided, however, -------- ------- notwithstanding the limits on Schedule Liquidated Damages set forth in Section 11.07(c) of the Construction Contract applicable to Contractor, TECO shall be obligated to pay Schedule Liquidated Damages without regard to any such limits set forth in Section 11.07(c) of the Construction Contract; provided further, -------- ------- however, in the event that the Schedule Liquidated Damages payable by Contractor ------- and TECO pursuant to the Construction Contract and this Section 2.1(b)(ii) exceed fifteen percent (15%) of the Separated Contract Price, such amounts in excess of such fifteen percent (15%) shall not be considered in determining whether the limit of twenty five percent (25%) of the Separated Contract Price for Schedule Liquidated Damages and Performance Liquidated Damages, collectively, has been met; and (iii) to cause Final Acceptance of the Project to occur on or before the Required Final Acceptance Date in accordance with the terms of the Construction Contract. (c) TECO acknowledges and agrees that if the Actual Construction Cost will exceed the Pre-Bankruptcy EPC Cost. TECO further acknowledges and agrees that: (x) Borrower shall not be liable for the difference between (i) the Actual Construction Costs (less the amount of any Covered Entity shall fail change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in any manner whatsoever to perform or observe any accordance with the Credit Agreement (other than those pending change orders described in clause (b) of its Performance Support Obligations when the same definition of Pre-Bankruptcy EPC Cost)) and (ii) the sum of (A) the Pre-Bankruptcy EPC Cost plus (B) the aggregate amount of the Retainage L/C Proceeds; (y) the sum of the amounts set forth on Schedule 1 attached hereto reflects the estimated amount (as of the date hereof) by which the Actual Construction Cost will exceed the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of Retainage L/C Proceeds; and (z) TECO shall be required liable to be performed or observed under any applicable Transaction Document to pay the actual amount by 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 the Actual Construction Cost (less the amount of any kind whatsoeverchange orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) exceeds the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of Retainage L/C Proceeds. (d) To implement the agreement set forth in clause (c) above, subject to the following sentence, (i) not later than the last Banking Day of each month commencing in February 2002, TECO shall be obligated to deposit into the account referred to below an aggregate amount equal to the amount set forth on Schedule 1 attached hereto corresponding to such month, (ii) at such time, if ever, as well the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) exceeds the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of Retainage L/C Proceeds by more than the aggregate amount set forth on Schedule 1 attached hereto, TECO shall deposit such excess amounts in the account referred to below as such excess amounts become due and payable and use the proceeds thereof to pay any requirement that Performance Beneficiary exhaust any right remaining amounts due to take any action against any Covered Entity or Contractor, Subcontractors and any other Person to which Actual Construction Costs are then due and owing, and (including iii) at such time, if ever, that TECO provides Administrative Agent evidence, satisfactory to Administrative Agent (determination of which shall not be unreasonably withheld or delayed), that the filing amount by which the Actual Construction Cost (less the amount of any claims change orders under the Construction Contract increasing the Separated Contract Price entered into after November 30, 2001 in accordance with the Credit Agreement (other than those pending change orders described in clause (b) of the definition of Pre-Bankruptcy EPC Cost)) exceeds the sum of the Pre-Bankruptcy EPC Cost plus the aggregate amount of the Retainage L/C Proceeds is less than the amounts set forth on Schedule 1 by more than $5,000,000, TECO and Administrative Agent shall amend Schedule 1 to reflect any agreed upon adjustments. Notwithstanding the immediately preceding sentence, in any month where funds are not being paid to Persons performing work included within the "Scope of Work" described in the event Construction Contract, TECO's obligation to pay or deposit any amounts referred to in this Section 2.1(d) shall be deferred until such date as payments to such Persons resume, at which time TECO shall deposit all amounts deferred pursuant to this sentence into the account described below. Within one Banking Day after the date hereof, TECO shall establish an account with Depositary Agent into which all amounts to be paid by TECO pursuant to this Section 2.1(c) shall be deposited. Concurrently therewith, TECO shall execute a control agreement in favor of Administrative Agent granting a receivership or bankruptcy first priority security interest in such account to Administrative Agent. Provided no Event of any Covered Entity or Default exists, TECO shall have the right to withdraw amounts in such account and advance such amounts to Borrower to pay Contractor, Subcontractors and/or any other Person)Person to which Actual Construction Costs are then due and owing as and when amounts are due such Persons. At any time an Event of Default exists, or TECO shall have no rights of withdrawal with respect to such account and, in any collateral at any time securing any of the Performance Support Obligationsevent, 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 Administrative Agent's only rights with respect to such account shall be to pay to Contractor, Subcontractors and/or any Deemed Collections other Person to which Actual Construction Costs are then due and owing with amounts in such account. To the extent any amounts are remaining in such account after Final Acceptance has been achieved, such amounts shall be paid to TECO in accordance with TECO's instructions. (e) Except as defined provided in clauses (c) and (d) of this Section 2.1, but notwithstanding any other provision of this Undertaking to the contrary, the aggregate amount expended by TECO in the Servicing Agreement)performance of this Undertaking shall not exceed the then-applicable Undertaking Limit.

Undertaking. Performance Support Provider a) Ruian shall have the sole and exclusive control over the Deposit from the date hereof until the earlier of the occurrence, if any, of (i) the Closing and (ii) the date on which the Company is required to return the Deposit to Ruili Group pursuant to the terms of the Merger Agreement (the “Undertaking Period”). During the Undertaking Period, none of the Undertaking Persons or their Affiliates (other than the Beneficiaries) shall receive or be entitled to any portion of the Deposit or, directly or indirectly, cause Ruian to distribute, convey, transfer, assign or otherwise, whether by way of dividend, distribution of capital or other distribution or upon the liquidation or dissolution of Ruian or otherwise, any portion of the Deposit to any Undertaking Persons or their Affiliates (other than the Beneficiaries). b) Ruili Group hereby absolutely, unconditionally and irrevocably assures guarantees to the Beneficiaries the due and undertakes punctual payment and discharge as and when due of the payment obligations of Parent with respect to the payment of the Parent Termination Fee pursuant to Section 9.3(b) of the Merger Agreement, which payment obligations shall be satisfied out of the Deposit Amount. c) Subject to Section 1(d), on and following the termination of the Merger Agreement in circumstances in which the Company is entitled to receive the Parent Termination Fee pursuant to its terms, (i) Ruian shall be entitled to retain the Deposit for the benefit of Performance Beneficiary the due Company as full satisfaction of Parent’s obligation to pay the Parent Termination Fee, (ii) the Undertaking Persons shall not, and punctual performance and observance by the Covered Entities of all shall cause their respective covenantsAffiliates not to, agreementscause the Company or any of its Affiliates (including Ruian and Fairford) to distribute, undertakingswhether by way of dividend, indemnities distribution of capital or other distribution or upon the liquidation or dissolution of Ruian or otherwise, all or any portion of the Deposit Amount to any of the Undertaking Persons or their Affiliates (other than the Beneficiaries); and (iii) in the event that Ruian makes distributions, whether by way of dividend, distribution of capital or other obligations (includingdistribution or upon the liquidation or dissolution of Ruian or otherwise, in each case, those related to its equity holders up to a cumulative amount equal to the breach by Parent Termination Fee, the Undertaking Persons and their Affiliates (other than the Company and Fairford) (x) shall have no right to any Covered Entity of its respective representations such distributions; and warranties)(y) hereby irrevocably and permanently convey, whether monetary or non-monetary transfer and regardless of the capacity in which incurred (including assign to Fairford all of its payment, repurchase, indemnity and similar obligations, including in respect of Dilutions), their rights (whether arising 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) contracts 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 Agreementat Law, 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 otherwise) to the contrary herein, it is expressly acknowledged that this Agreement is not a guarantee receive any portion 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 distribution. d) For the avoidance of doubt, nothing contained in this paragraph Undertaking shall not relieve Performance Support Provider prohibit (i) the Company from declaring any dividends, distributions of capital or other distributions on its capital that are pro rata to its stockholders, or (ii) the Company or any Covered Entity of its Subsidiaries from entering into any agreement with or making any payments required to be made the Undertaking Persons or their respective Affiliates in the ordinary course of business consistent with past practice and duly approved by it pursuant to any Transaction Document to which it is a party the Company’s Audit Committee or the board of directors of the relevant Subsidiaries on an arm’s length basis of similar types with unaffiliated third parties (including with respect to any Deemed Collections (contracts or arrangements relating to service as defined in an officer, director, employee or consultant or indemnification agreements or obligations relating to any of the Servicing Agreementforegoing). e) If requested by any Beneficiary, the Undertaking Persons and their respective Affiliates shall execute all documents and take all actions necessary, required or desirable to give effect to this Section 1.

Undertaking. Performance Support Provider (a) TECO hereby absolutely, unconditionally and irrevocably assures irrevocably: (i) guarantees (as primary obligor and undertakes for not as surety), in favor of the benefit of Performance Beneficiary Beneficiaries, the due and punctual prompt performance and observance by the Covered Entities in full of all their respective covenantsperformance (in the case of each reference to "performance" herein, agreementsto cause performance through TECO's causing another party to perform Original Contractor's performance obligations strictly in accordance with the terms of the Original Construction Contract (except as expressly set forth herein)) and payment obligations of Original Contractor strictly in accordance with the terms set forth in the Original Construction Contract (except as expressly set forth herein) (such obligations being collectively referred to herein as the "Supported Obligations"); (ii) agrees that (A) if for any reason whatsoever Contractor shall fail, undertakingsor be unable or, indemnities under the terms of the Construction Contract, is not required to perform or pay in full any of the Supported Obligations as and other obligations when required or due, TECO will promptly perform or pay the same as and when required or due without regard to any exercise or non-exercise by any Beneficiary of any right, remedy, power or privilege under or in respect of the Construction Contract, the Original Construction Contract or the Construction Contract Guaranty, and (includingB) in the case of any extension of time of the performance, payment or renewal of any of the Supported Obligations pursuant to the terms of the Construction Contract and, if necessary, the Credit Documents, the same will be promptly performed or paid in full when required or due in accordance with the terms of such extension or renewal, in each case, those related except as set forth in Section 2.1 (c) hereof, by expending an aggregate amount up to the breach by any Covered Entity of its respective representations then-applicable Undertaking Limit; and (iii) agrees that if, notwithstanding the representation and warranties)warranty set forth in Section 3.11 hereof or anything to the contrary herein, whether monetary or non-monetary and regardless enforcement of the capacity liability of TECO hereunder for the full amount of the Supported Obligations would be an unlawful or voidable transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the liability of TECO hereunder shall be reduced to the highest amount for which such liability may then be enforced without giving rise to an unlawful or voidable transfer under any such law. (b) In fulfilling its obligations hereunder with respect to the Supported Obligations, TECO hereby irrevocably and unconditionally guarantees, promises and agrees to perform and comply with the Original Construction Contract, except that the Guaranteed Commercial Operation Date for each Phase under, and as defined in, the Original Construction Contract shall be deemed for the purposes hereof to be the corresponding date therefor set forth on Schedule 3 attached hereto (as each such date may be extended day-for-day for each day of extension (other than any extension caused by an Excluded Change Order) of the corresponding Guaranteed Commercial Operation Date of the applicable Phase under, and as defined in, the Construction Contract). The words "perform and comply with" are used in which incurred their most comprehensive sense and include without limitation (including x) the payment of all costs and expenses with respect to the achievement of its Final Acceptance of the Project within the time and in the manner set forth in the Original Construction Contract as if such Original Construction Contract remained in full force and effect and had not been replaced with the Construction Contract, (y) the payment, repurchase, indemnity and similar obligations, including in respect satisfaction or discharge 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 all Liens arising out of, or waiver of compliance withrelating to, any work associated with the Original Construction Contract, the Master Lease Agreement, the other Transaction Documents Construction Contract or any documents subcontracts related hereto thereto that are or thereto, may be imposed upon or asserted against the Project and (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, (dz) the existence defense and indemnification of any claimthe Beneficiaries against all such Liens, set-offwhether arising from the furnishing of labor, counterclaim materials, supplies or equipment, from taxes, assessments, fees or other right that Performance Support Provider charges, from injuries or any other Person may have against any Covered Entity damage to persons or any other Personproperty, (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, in each case, except as provided in clause (gii) below and Section 2.l(c), as and to the failure extent required by Performance Beneficiary to take any steps to perfect the terms of the Original Construction Contract as if such Original Construction Contract remained in full force 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 effect and had not been replaced with the performance of the Performance Support Obligations or otherwiseConstruction Contract. Without limiting the generality of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail TECO agrees: (i) to obtain and maintain in any manner whatsoever to perform or observe any favor of, and deliver to, the Beneficiaries as security for the performance of its obligations hereunder a revolving letter of credit having a stated amount at all times in accordance with Schedule 2 attached hereto; (ii) to pay from TECO's own resources up to the then-applicable Undertaking Limit, Schedule Liquidated Damages and Performance Support Obligations Liquidated Damages as and when the same would have been due under the Original Construction Contract as if the Original Construction Contract had remained in full force and effect and had not been replaced by the Construction Contract except that the Guaranteed Commercial Operation Date for each Phase under, and as defined in, the Original Construction Contract shall be required deemed for the purposes hereof to be performed the corresponding date therefor set forth on Schedule 3 attached hereto (as each such date may be extended day-for-day for each day of extension (other than any extension caused by an Excluded Change Order) of the corresponding Guaranteed Commercial Operation Date of the applicable Phase under, and as defined in, the Construction Contract); provided, however, that any amounts actually received by Borrower from Contractor, Contractor Guarantor, Subcontractor or observed any other Person, in each case in respect of schedule or delay liquidated damages or performance liquidated damages shall be deemed to have been paid by TECO pursuant to this Undertaking in respect of Schedule Liquidated Damages or Performance Liquidated Damages, respectively; provided further, however, notwithstanding the limits on Schedule Liquidated Damages set forth in Section 11.O7(c) of the Original Construction Contract applicable to Original Contractor, TECO shall be obligated to pay Schedule Liquidated Damages without regard to any such limits set forth in Section 11.07(c) of the Original Construction Contract; provided further, however, in the event that the Schedule Liquidated Damages which would be payable by Original Contractor under the Original Construction Contract or TECO pursuant to this Section 2.1(b)(ii) exceed fifteen percent (15%) of the NEPCO EPC Cost, such amounts in excess of such fifteen percent (15%) shall not be considered in determining whether the limit of twenty five percent (25%) of the NEPCO EPC Cost for Schedule Liquidated Damages and Performance Liquidated Damages, collectively, has been met; and (iii) to cause Final Acceptance of the Project to occur on or before the Required Final Acceptance Date in accordance with the terms of the Original Construction Contract. (c) TECO acknowledges and agrees that the Actual Construction Cost will exceed the Base Amount. TECO further acknowledges and agrees that: (x) Borrower shall not be liable for the difference between (i) the Actual Construction Costs (less the amount of any applicable Transaction Document change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) and (ii) the sum of (A) the Base Amount plus (B) the aggregate amount of the Retainage L/C Proceeds; and (y) TECO shall be liable to pay the actual amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) exceeds the sum of the Base Amount plus the aggregate amount of Retainage L/C Proceeds. (d) To implement the agreement set forth in clause (c) above, subject to the following sentence, (i) not later than the last Banking Day of each month commencing in February 2002, TECO shall be obligated to deposit into the account referred to below an aggregate amount equal to the amount set forth on Schedule 1 attached hereto corresponding to such month, (ii) at such time, if ever, as the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) exceeds the sum of the Base Amount plus the aggregate amount of Retainage L/C Proceeds by more than the aggregate amount set forth on Schedule 1 attached hereto, TECO shall deposit such excess amounts in the account referred to below as such excess amounts become due and payable and use the proceeds thereof to pay any remaining amounts due to Original Contractor, Contractor, Subcontractors and any other Person to which it Actual Construction Costs are then due and owing, and (iii) at such time, if ever, that TECO provides Administrative Agent evidence, satisfactory to Administrative Agent (determination of which shall not be unreasonably withheld or delayed), that the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) exceeds the sum of the Base Amount plus the aggregate amount of the Retainage L/C Proceeds is a partyless than the amounts set forth on Schedule 1 by more than $5,000,000, Performance Support Provider will itself duly TECO and punctually perform Administrative Agent shall amend Schedule 1 to reflect any agreed upon adjustments. Notwithstanding the immediately preceding sentence, in any month where funds are not being paid to Persons performing work included within the "Scope of Work" described in the Construction Contract, TECO's obligation to pay or observe or cause deposit any amounts referred to in this Section 2.1(d) shall be deferred until such date as payments to such Persons resume, at which time TECO shall deposit all amounts deferred pursuant to this sentence into the account described below. TECO shall maintain an account with Depositary Agent into which all amounts to be performed or observed such Performance Support Obligationspaid by TECO pursuant to this Section 2.1(c) shall be deposited and with respect to which Administrative Agent shall be granted a first priority security interest. Performance Support Provider hereby expressly waives diligenceProvided no Event of Default exists, presentment, demand, protest or notice of any kind whatsoever, as well as any requirement that Performance Beneficiary exhaust any TECO shall have the right to take any action against any Covered Entity withdraw amounts in such account and advance such amounts to Borrower to pay Original Contractor, Contractor, Subcontractors and or any other Person (including the filing to which Actual Construction Costs are then due and owing as and when amounts are due such Persons. At any time an Event of any claims in the event Default exists, TECO shall have no rights of a receivership or bankruptcy of any Covered Entity or any other Person), or withdrawal with respect to such account and, in any collateral at any time securing any of the Performance Support Obligationsevent, 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 Administrative Agent's only rights with respect to such account shall be to pay to Original Contractor, Contractor, Subcontractors and/or any Deemed Collections other Person to which Actual Construction Costs are then due and owing with amounts in such account. To the extent any amounts are remaining in such account after Final Acceptance has been achieved in accordance with the terms of the Original Construction Contract, such amounts shall be paid to TECO in accordance with TECO's instructions. (e) Except as defined provided in clauses (c) and (d) of this Section 2.1, but notwithstanding any other provision of this Undertaking to the contrary, the aggregate amount expended by TECO in the Servicing Agreement)performance of this Undertaking shall not exceed the then-applicable Undertaking Limit.

Undertaking. Performance Support Provider hereby absolutely(a) Subject to Section 1.3, unconditionally and irrevocably assures provided that Director has satisfied his obligation under Delaware law to act in good faith and in a manner he reasonably believes to be in or not opposed to the best interests of the Company, CLTX hereby: (i) undertakes for the benefit of Performance Beneficiary the due that Director shall receive full and punctual performance and observance by payment when due, in accordance with the Covered Entities Indemnification Agreement, of all their respective covenantsof the Indemnitors' payment obligations under the Indemnification Agreement, agreementswhether such payment obligations are absolute or contingent, undertakingsor now or hereafter existing, indemnities or due or become due under the Indemnification Agreement, and all interest, fees, expenses or other amounts due or to become due in the future under the Indemnification Agreement (all such obligations hereinafter called the "Obligations"); and (ii) indemnifies and holds harmless Director for any and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Director in each case, those related to connection with 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 enforcement 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 rights 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 this Agreement, the other Transaction Documents or any documents related hereto or thereto, . (b) CLTX undertakes that the Obligations of Indemnitors will be paid strictly in accordance with the terms of the Indemnification Agreement. Subject to Section 1.3, CLTX's liability under this Agreement shall be absolute, unconditional and irrevocable irrespective of: (i) any change in reduction, limitation, impairment or termination of the existenceObligations of Indemnitors for any reason, formation including any waiver, release, surrender, alteration or ownership compromise, and shall not be subject to (and CLTX hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of any event or occurrence affecting the bankruptcy or insolvency of, any Covered Entity, Obligations of Indemnitors; or (cii) 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 which might otherwise constitute a defense available to, or a legal or equitable discharge or defense available to, or provide a discharge of, Performance Support ProviderIndemnitors, including, but not limited to any defense based on (fA) any Law affecting any term the rejection of the Indemnification Agreement or any of the Performance Support ObligationsObligations of Indemnitors thereunder in any proceeding under the United States Bankruptcy Code, (B) the Device Leases disallowance of any claim asserted by Director in any proceeding under the United States Bankruptcy Code or otherwise based on the Obligations of Indemnitors under the Indemnification Agreement or (C) any limitation or diminution of the amounts payable by Indemnitors under the Indemnification Agreement imposed by law or any other Transaction Document or any rights of Performance Beneficiary with respect thereto or otherwisecourt, (g) it being 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 intention of the Performance Support Obligations or otherwise. Without limiting the generality of the foregoing, Performance Support Provider agrees parties that if any Covered Entity this Agreement 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 such circumstances be payable to the contrary herein, it is expressly acknowledged that this Agreement is not a guarantee full extent of the collection Obligations 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 (Indemnitors as defined set forth in the Servicing Agreement)Indemnification Agreement as if no such defense were available or asserted.

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. 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. Performance Support Provider (a) TECO hereby absolutely, unconditionally and irrevocably assures irrevocably: (i) guarantees (as primary obligor and undertakes for not as surety), in favor of the benefit of Performance Beneficiary Beneficiaries, the due and punctual prompt performance and observance by the Covered Entities in full of all their respective covenantsperformance (in the case of each reference to "performance" herein, agreementsto cause performance through TECO's causing another party to perform Original Contractor's Performance obligations strictly in accordance with the terms of the Original Construction Contract (except as expressly set forth herein)) and payment obligations of Original Contractor strictly in accordance with the terms set forth in the Original Construction Contract (except as expressly set forth herein) (such obligations being collectively referred to herein as the "Supported Obligations"); (ii) agrees that (A) if for any reason whatsoever Contractor shall fail, undertakingsor be unable or, indemnities under the terms of the Construction Contract, is not required to perform or pay in full any of the Supported Obligations as and other obligations when required or due, TECO will promptly perform or pay the same as and when required or due without regard to any exercise or non-exercise by any Beneficiary of any right, remedy, power or privilege under or in respect of the Construction Contract, the Original Construction Contract or the Construction Contract Guaranty, and (includingB) in the case of any extension of time of the performance, payment or renewal of any of the Supported Obligations pursuant to the terms of the Construction Contract and, if necessary, the Credit Documents, the same will be promptly performed or paid in full when required or due in accordance with the terms of such extension or renewal, in each case, those related except as set forth in Section 2.l(c) hereof, by expending an aggregate amount up to the breach by any Covered Entity of its respective representations then-applicable Undertaking Limit; and (iii) agrees that if, notwithstanding the representation and warranties)warranty set forth in Section 3.11 hereof or anything to the contrary herein, whether monetary or non-monetary and regardless enforcement of the capacity liability of TECO hereunder for the full amount of the Supported Obligations would be an unlawful or voidable transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the liability of TECO hereunder shall be reduced to the highest amount for which such liability may then be enforced without giving rise to an unlawful or voidable transfer under any such law. (b) In fulfilling its obligations hereunder with respect to the Supported Obligations, TECO hereby irrevocably and unconditionally guarantees, promises and agrees to perform and comply with the Original Construction Contract, except that the Guaranteed Commercial Operation Date for each Phase under, and as defined in, the Original Construction Contract shall be deemed for the purposes hereof to be the corresponding date therefor set forth on Schedule 3 attached hereto (as each such date may be extended day-for-day for each day of extension (other than any extension caused by an Excluded Change Order) of the corresponding Guaranteed Commercial Operation Date of the applicable Phase under, and as defined in, the Construction Contract). The words "perform and comply with" are used in which incurred their most comprehensive sense and include without limitation (including x) the payment of all costs and expenses with respect to the achievement of its Final Acceptance of the Project within the time and in the manner set forth in the Original Construction Contract as if such Original Construction Contract remained in full force and effect and had not been replaced with the Construction Contract, (y) the payment, repurchase, indemnity and similar obligations, including in respect satisfaction or discharge 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 all Liens arising out of, or waiver of compliance withrelating to, any work associated with the Original Construction Contract, the Master Lease Agreement, the other Transaction Documents Construction Contract or any documents subcontracts related hereto thereto that are or thereto, may be imposed upon or asserted against the Project and (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, (dz) the existence defense and indemnification of any claimthe Beneficiaries against all such Liens, set-offwhether arising from the furnishing of labor, counterclaim materials, supplies or equipment, from taxes, assessments, fees or other right that Performance Support Provider charges, from injuries or any other Person may have against any Covered Entity damage to persons or any other Personproperty, (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, in each case, except as provided in clause (gii) below and Section 2.1(c), as and to the failure extent required by Performance Beneficiary to take any steps to perfect the terms of the Original Construction Contract as if such Original Construction Contract remained in full force 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 effect and had not been replaced with the performance of the Performance Support Obligations or otherwiseConstruction Contract. Without limiting the generality of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail TECO agrees: (i) to obtain and maintain in any manner whatsoever to perform or observe any favor of, and deliver to, the Beneficiaries as security for the performance of its obligations hereunder a revolving letter of credit having a stated amount at all times in accordance with Schedule 2 attached hereto; (ii) to pay from TECO's own resources up to the then-applicable Undertaking Limit, Schedule Liquidated Damages and Performance Support Obligations Liquidated Damages as and when the same would have been due under the Original Construction Contract as if the Original Construction Contract had remained in full force and effect and had not been replaced by the Construction Contract except that the Guaranteed Commercial Operation Date for each Phase under, and as defined in, the Original Construction Contract shall be required deemed for the purposes hereof to be performed or observed under the corresponding date therefor set forth on Schedule 3 attached hereto (as each such date may be extended day-for-day for each day of extension (other than any extension caused by an Excluded Change Order) of the corresponding Guaranteed Commercial Operation Date of the applicable Transaction Document to which it is a partyPhase under, 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 diligenceas defined in, presentmentthe Construction Contract); provided, demandhowever, protest or notice of that any kind whatsoeveramounts actually received by Borrower from Contractor, 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 Contractor Guarantor, Subcontractor or any other Person, in each case in respect of schedule or delay liquidated damages or performance liquidated damages shall be deemed to have been paid by TECO pursuant to this Undertaking in respect of Schedule Liquidated Damages or Performance Liquidated Damages, respectively; provided further, however, notwithstanding the limits on Schedule Liquidated Damages set forth in Section 11.07(c) of the Original Construction Contract applicable to Original Contractor, TECO shall be obligated to pay Schedule Liquidated Damages without regard to any such limits set forth in Section ll.07(c) of the Original Construction Contract; provided further, however, in the event that the Schedule Liquidated Damages which would be payable by Original Contractor under the Original Construction Contract or TECO pursuant to this Section 2.l(b)(ii) exceed fifteen percent (15%) of the NEPCO EPC Cost, such amounts in excess of such fifteen percent (15%) shall not be considered in determining whether the limit of twenty five percent (25%) of the NEPCO EPC Cost for Schedule Liquidated Damages and Performance Liquidated Damages, collectively, has been met; and. (iii) to cause Final Acceptance of the Project to occur on or before the Required Final Acceptance Date in accordance with the terms of the Original Construction Contract. (c) TECO acknowledges and agrees that the Actual Construction Cost will exceed the Base Amount. TECO further acknowledges and agrees that: (x) Borrower shall not be liable for the difference between (i) the Actual Construction Costs (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) and (ii) the sum of (A) the Base Amount plus (B) the aggregate amount of the Retainage L/C Proceeds; and (y) TECO shall be liable to pay the actual amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) exceeds the sum of the Base Amount plus the aggregate amount of Retainage L/C Proceeds. (d) To implement the agreement set forth in clause (c) above, subject to the following sentence, (i) not later than the last Banking Day of each month commencing in February 2002, TECO shall be obligated to deposit into the account referred to below an aggregate amount equal to the amount set forth on Schedule 1 attached hereto corresponding to such month, (ii) at such time, if ever, as the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) exceeds the sum of the Base Amount plus the aggregate amount of Retainage L/C Proceeds by more than the aggregate amount set forth on Schedule 1 attached hereto, TECO shall deposit such excess amounts in the account referred to below as such excess amounts become due and payable and use the proceeds thereof to pay any remaining amounts due to Original Contractor, Contractor, Subcontractors and any other Person to which Actual Construction Costs are then due and owing, and (iii) at such time, if ever, that TECO provides Administrative Agent evidence, satisfactory to Administrative Agent (determination of which shall not be unreasonably withheld or delayed), that the amount by which the Actual Construction Cost (less the amount of any change orders under the Construction Contract (other than Excluded Change Orders) increasing the amount payable by Borrower entered into after May 14, 2002 in accordance with the Credit Agreement) exceeds the sum of the Base Amount plus the aggregate amount of the Retainage L/C Proceeds is less than the amounts set forth on Schedule 1 by more than $5,000,000, TECO and Administrative Agent shall amend Schedule 1 to reflect any agreed upon adjustments. Notwithstanding the immediately preceding sentence, in any month where funds are not being paid to Persons performing work included within the "Scope of Work" described in the Construction Contract, TECO's obligation to pay or deposit any amounts referred to in this Section 2.l(d) shall be deferred until such date as payments to such Persons resume, at which time TECO shall deposit all amounts deferred pursuant to this sentence into the account described below. TECO shall maintain an account with Depositary Agent into which all amounts to be paid by TECO pursuant to this Section 2.l(c) shall be deposited and with respect to which Administrative Agent shall be granted a first priority security interest. Provided no Event of Default exists, TECO shall have the right to withdraw amounts in such account and advance such amounts to Borrower to pay Original Contractor, Contractor, Subcontractors and/or any collateral at other Person to which Actual Construction Costs are then due and owing as and when amounts are due such Persons. At any time securing any an Event of the Performance Support ObligationsDefault exists, and hereby consents to any and all extensions TECO shall have no rights 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 withdrawal with respect to such account and, in any Deemed Collections event, Administrative Agent's only rights with respect to such account shall be to pay to Original Contractor, Contractor, Subcontractors and/or any other Person to which Actual Construction Costs are then due and owing with amounts in such account. To the extent any amounts are remaining in such account after Final Acceptance has been achieved in accordance with the terms of the Original Construction Contract, such amounts shall be paid to TECO in accordance with TECO's instructions. (e) Except as defined provided in clauses (c) and (d) of this Section 2.1, but notwithstanding any other provision of this Undertaking to the contrary, the aggregate amount expended by TECO in the Servicing Agreement)performance of this Undertaking shall not exceed the then-applicable Undertaking Limit.

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. 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. 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. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for i. In consideration of CFIL having advanced 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 credit facilities as per Schedule I to the breach by Borrower, the Co-borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any Covered Entity of its respective representations reason whatsoever 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 howsoever to which any Covered Entity repay and/or is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee unable to pay any Rental Payment, Device Lease Early Termination Amount of the installments or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation amounts due and payable 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 Co-borrower(s) does/do hereby undertake to pay to CFIL the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by CFIL and upon CFIL notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any related documentsreference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to CFIL. In the event the Co-borrower(s) fails to perform the above obligation, CFIL reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to CFIL towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to CFIL will be paid at the address of its branch as mentioned at the end of this agreement. iii. The Co-borrower(s) shall forthwith repay CFIL all such amounts, within seven (7) days from date of a notice from CFIL stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by CFIL with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to CFIL: (a) Making any variations that CFIL may think fit in the terms of this Agreement with the Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the existence Borrower or not to ▇▇▇ the Borrower; (e) Parting with any security that CFIL may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by CFIL releasing the Borrower or by any claimact or omission of CFIL the legal consequences of which may be to discharge the Borrower or by any act of CFIL which would, setbut for this present provision, be inconsistent with the Co-offborrower(s) rights or by CFIL’s omission to do any act which but for this present provisions, counterclaim or other right CFIL’s duty to the Co-borrower(s) would For Citicorp Finance (India) Ltd have required CFIL to do. The Co-borrower(s) agrees/agree that Performance Support Provider is between CFIL and the, Co-borrower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that if the Borrower shall be found not to be liable to CFIL in law for the installments or any other Person charges due to CFIL from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to CFIL all the sums that would have been recoverable by CFIL from the Co-borrower(s) as Co-borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have against any Covered Entity previously given or may hereafter give to CFIL (whether alone or jointly with any other Personparty or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. ix. The Co-borrower agrees and declares that CFIL shall not be bound and compelled to take any proceedings, (e) any impossibility steps or impracticability of performanceaction against the borrower for recovery, illegality, force majeure, act of Governmental Authority enforcement 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 realization of any of their dues from the Performance Support Obligations, Borrower or against the Device Leases said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that CFIL shall not have taken any other Transaction Document step or any rights of Performance Beneficiary with respect thereto or otherwise, (g) proceeding against the failure by Performance Beneficiary to take any steps to perfect Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable consideration 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 shall come into effect simultaneously with the performance signing of this Agreement. xi. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Performance Support Obligations or otherwiseBorrower under this Agreement as also all costs, commissions and charges hereunder. xii. Without limiting The Co-borrower(s) agree that they are jointly and/or severally liable under the generality terms of this agreement . The Co- borrower in relation to CFIL is and shall be a principal obligator in respect of all obligations, liabilities and responsibilities undertaken in favour of CFIL under this undertaking and CFIL shall be entitled to proceed against the Co-borrower as if the Co-borrower was the principal debtor of CFIL in respect of all obligations and payments undertaken by the Co-borrower. xiii. The address/addresses of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to perform or observe any Co-borrower(s) for the purpose of its Performance Support Obligations when the same service shall be required that mentioned at the end of this Agreement. xiv. The Co-borrower(s) shall stand discharged of its/their/his obligations of CFIL receiving all amounts due, owing and payable to be performed CFIL under 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 pursuance of the Performance Support Obligations, and hereby consents to any and all extensions terms 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. 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. 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.

Undertaking. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for i. In consideration of CFIL having advanced 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 credit facilities as per Schedule I to the breach by Borrower, the Co-borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any Covered Entity of its respective representations reason whatsoever 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 howsoever to which any Covered Entity repay and/or is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee unable to pay any Rental Payment, Device Lease Early Termination Amount of the installments or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation amounts due and payable 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 Co-borrower(s) does/do hereby undertake to pay to CFIL the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by CFIL and upon CFIL notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any related documentsreference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to CFIL. In the event the Co-borrower(s) fails to perform the above obligation, CFIL reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to CFIL towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to CFIL will be paid at the address of its branch as mentioned at the end of this agreement. iii. The Co-borrower(s) shall forthwith repay CFIL all such amounts, within seven (7) days from date of a notice from CFIL stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by CFIL with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to CFIL: (a) Making any variations that CFIL may think fit in the terms of this Agreement with the Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the existence Borrower or not to ▇▇▇ the Borrower; (e) Parting with any security that CFIL may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by CFIL releasing the Borrower or by any claimact or omission of CFIL the legal consequences of which may be to discharge the Borrower or by any act of CFIL which would, setbut for this present provision, be inconsistent with the Co-offborrower(s) rights or by CFIL’s omission to do any act which but for this present provisions, counterclaim or other right CFIL’s duty to the Co-borrower(s) would have required CFIL to do. The Co-borrower(s) agrees/agree that Performance Support Provider is between CFIL and the , Co-borower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that if the Borrower shall be found not to be liable to CFIL in law for the installments or any other Person charges due to CFIL from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to CFIL all the sums that would have been recoverable by CFIL from the Co-borrower(s) as Co-borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, For Citicorp Finance (India) Ltd or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have against any Covered Entity previously given or may hereafter give to CFIL (whether alone or jointly with any other Personparty or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. ix. The Co-borrower agrees and declares that CFIL shall not be bound and compelled to take any proceedings, (e) any impossibility steps or impracticability of performanceaction against the borrower for recovery, illegality, force majeure, act of Governmental Authority enforcement 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 realization of any of their dues from the Performance Support Obligations, Borrower or against the Device Leases said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that CFIL shall not have taken any other Transaction Document step or any rights of Performance Beneficiary with respect thereto or otherwise, (g) proceeding against the failure by Performance Beneficiary to take any steps to perfect Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable. xi. consideration 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 shall come into effect simultaneously with the performance signing of this Agreement. xii. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Performance Support Obligations or otherwiseBorrower under this Agreement as also all costs, commissions and charges hereunder. xiii. Without limiting The Co-borrower(s) agree that they are jointly and/or severally liable under the generality terms of this agreement . The Co- borrower in relation to CFIL is and shall be a principal obligator in respect of all obligations, liabilities and responsibilities undertaken in favour of CFIL under this undertaking and CFIL shall be entitled to proceed against the Co-borrower as if the Co-borrower was the principal debtor of CFIL in respect of all obligations and payments undertaken by the Co-borrower. xiv. The address/addresses of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to perform or observe any Co-borrower(s) for the purpose of its Performance Support Obligations when the same service shall be required that mentioned at the end of this Agreement. xv. The Co-borrower(s) shall stand discharged of its/their/his obligations of CFIL receiving all amounts due, owing and payable to be performed CFIL under 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 pursuance of the Performance Support Obligations, and hereby consents to any and all extensions terms 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. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for i. In consideration of the benefit of Performance Beneficiary Bank having advanced 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 credit facilities as per Schedule I to the breach by Borrower, the Co- borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any Covered Entity of its respective representations reason whatsoever 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 howsoever to which any Covered Entity repay and/or is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee unable to pay any Rental Payment, Device Lease Early Termination Amount of the installments or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation amounts due and payable 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 Co-borrower(s) does/do hereby undertake to pay to the Bank the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by the Bank and upon the Bank notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any related documentsreference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to the Bank. In the event the Co-borrower(s) fails to perform the above obligation, the Bank reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to the Bank towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to the Bank will be paid at the address of its branch as mentioned at the end of this agreement. iii. The Co-borrower(s) shall forthwith repay the Bank all such amounts, within seven (7) days from date of a notice from the Bank stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by the Bank with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to the Bank: (a) Making any variations that the Bank may think fit in the terms of this Agreement with the Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the existence Borrower or not to ▇▇▇ the Borrower; (e) Parting with any security that the Bank may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by the Bank releasing the Borrower or by any claimact or omission of the Bank the legal consequences of which may be to discharge the Borrower or by any act of the Bank which would, setbut for this present provision, be inconsistent with the Co- borrower(s) rights or by the Bank’s omission to do any act which but for this present provisions, the Bank’s duty to the Co-offborrower(s) would have required the Bank to do. The Co-borrower(s) agrees/agree that is between the Bank and the, counterclaim or other right Co-borrower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that Performance Support Provider if the Borrower shall be found not to be liable to the Bank in law for the installments or any other Person charges due to the Bank from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to the Bank all the sums that would have been recoverable by the Bank from the Co-borrower(s) as Co- borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have against any Covered Entity previously given or may hereafter give to the Bank (whether alone or jointly with any other Personparty or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. ix. The Co-borrower agrees and declares that the Bank shall not be bound and compelled to take any proceedings, (e) any impossibility steps or impracticability of performanceaction against the borrower for recovery, illegality, force majeure, act of Governmental Authority enforcement 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 realization of any of their dues from the Performance Support Obligations, Borrower or against the Device Leases said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that the Bank shall not have taken any other Transaction Document step or any rights of Performance Beneficiary with respect thereto or otherwise, (g) proceeding against the failure by Performance Beneficiary to take any steps to perfect Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable consideration 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 shall come into effect simultaneously with the performance signing of this Agreement. xi. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Performance Support Obligations or otherwiseBorrower under this Agreement as also all costs, commissions and charges hereunder. xii. Without limiting The Co-borrower(s) agree that they are jointly and/or severally liable under the generality terms of this agreement . The Co- borrower in relation to the Bank is and shall be a principal obligator in respect of all obligations, liabilities and responsibilities undertaken in favour 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 Bank under this undertaking and the same Bank shall be required entitled 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, proceed against the Co-borrower as well as any requirement that Performance Beneficiary exhaust any right to take any action against any Covered Entity or any other Person (including if the filing of any claims in Co-borrower was 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 principal debtor of the Performance Support Obligations, Bank in respect of all obligations and hereby consents to any and all extensions of time payments undertaken by the Co-borrower. xiii. The address/addresses of the due performance Co-borrower(s) for the purpose of any or all service shall be that mentioned at the end of this Agreement. xiv. The Co-borrower(s) shall stand discharged of its/their/his obligations of the Performance Support Obligations. Performance Support Provider hereby irrevocably waivesBank receiving all amounts due, owing 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 payable to the contrary herein, it is expressly acknowledged that this Agreement is not a guarantee Bank under or in pursuance of the collection terms 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. 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 (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 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. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for i. In consideration of CFIL having advanced 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 credit facilities as per Schedule I to the breach by Borrower, the Co-borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any Covered Entity of its respective representations reason whatsoever 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 howsoever to which any Covered Entity repay and/or is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee unable to pay any Rental Payment, Device Lease Early Termination Amount of the installments or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation amounts due and payable 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 Co-borrower(s) does/do hereby undertake to pay to CFIL the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by CFIL and upon CFIL notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any related documentsreference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to CFIL. In the event the Co-borrower(s) fails to perform the above obligation, CFIL reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to CFIL towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to CFIL will be paid at the address of its branch as mentioned at the end of this agreement. iii. The Co-borrower(s) shall forthwith repay CFIL all such amounts, within seven (7) days from date of a notice from CFIL stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by CFIL with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to CFIL: (a) Making any variations that CFIL may think fit in the terms of this Agreement with the Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the existence Borrower or not to ▇▇▇ the Borrower; (e) Parting with any security that CFIL may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by CFIL releasing the Borrower or by any claimact or omission of CFIL the legal consequences of which may be to discharge the Borrower or by any act of CFIL which would, setbut for this present provision, be inconsistent with the Co-offborrower(s) rights or by CFIL’s omission to do any act which but for this present provisions, counterclaim or other right CFIL’s duty to the Co-borrower(s) would have required CFIL to do. The Co-borrower(s) agrees/agree that Performance Support Provider is between CFIL and the , Co-borower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that if the Borrower shall be found not to be liable to CFIL in law for the installments or any other Person charges due to CFIL from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to CFIL all the sums that would have been recoverable by CFIL from the Co-borrower(s) as Co-borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have against any Covered Entity previously given or may hereafter give to CFIL (whether alone or jointly with any other Personparty or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. For Citicorp Finance (India) Ltd ix. The Co-borrower agrees and declares that CFIL shall not be bound and compelled to take any proceedings, (e) any impossibility steps or impracticability of performanceaction against the borrower for recovery, illegality, force majeure, act of Governmental Authority enforcement 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 realization of any of their dues from the Performance Support Obligations, Borrower or against the Device Leases said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that CFIL shall not have taken any other Transaction Document step or any rights of Performance Beneficiary with respect thereto or otherwise, (g) proceeding against the failure by Performance Beneficiary to take any steps to perfect Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable. xi. consideration 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 shall come into effect simultaneously with the performance signing of this Agreement. xii. The undertaking shall remain in full force and will be valid till the complete discharge of all liabilities of the Performance Support Obligations or otherwiseBorrower under this Agreement as also all costs, commissions and charges hereunder. xiii. Without limiting The Co-borrower(s) agree that they are jointly and/or severally liable under the generality terms of this agreement . The Co- borrower in relation to CFIL is and shall be a principal obligator in respect of all obligations, liabilities and responsibilities undertaken in favour of CFIL under this undertaking and CFIL shall be entitled to proceed against the Co-borrower as if the Co-borrower was the principal debtor of CFIL in respect of all obligations and payments undertaken by the Co-borrower. xiv. The address/addresses of the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever to perform or observe any Co-borrower(s) for the purpose of its Performance Support Obligations when the same service shall be required that mentioned at the end of this Agreement. xv. The Co-borrower(s) shall stand discharged of its/their/his obligations of CFIL receiving all amounts due, owing and payable to be performed CFIL under 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 pursuance of the Performance Support Obligations, and hereby consents to any and all extensions terms 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. 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. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for i. In consideration of the benefit of Performance Beneficiary Bank having advanced 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 credit facilities as per Schedule I to the breach by Borrower, the Co- borrower(s) hereby agrees/agree and undertakes/undertake that in the event that the Borrower fails, neglects or refuses for any Covered Entity of its respective representations reason whatsoever 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 howsoever to which any Covered Entity repay and/or is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee unable to pay any Rental Payment, Device Lease Early Termination Amount of the installments or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation amounts due and payable 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 Co-borrower(s) does/do hereby undertake to pay to the Bank the said defaulted installments along with any penalties, costs, charges, commission, expenses and statutory dues, if any, in full on the first demand by the Bank and upon the Bank notifying to the Co-borrower(s) of such defaults by the Borrower, without any demur or protest or contest and without any related documentsreference to the Borrower, unconditionally and without raising any objection or issue whatsoever and irrespective of or notwithstanding any dispute or difference in respect of the said amounts falling due to the Bank. In the event the Co-borrower(s) fails to perform the above obligation, the Bank reserves the right to repossess any asset of the Co-borrower(s) which is mortgaged/hypothecated /charged to the Bank towards liquidation of the outstandings of the Borrower. ii. Any amounts thus payable by the Co-borrower(s) to the Bank will be paid at the address of its branch as mentioned at the end of this agreement. iii. The Co-borrower(s) shall forthwith repay the Bank all such amounts, within seven (7) days from date of a notice from the Bank stating the default through registered post/courier/fax/authenticated telex or cable. iv. The Co-borrower(s) hereby agrees/agree that the entries in the books/computer records kept in the ordinary course of business by the Bank with regard to the amounts due from the Borrower and with regard to the installments, costs and expenses debited to the Borrower’s account shall be conclusive evidence against the Borrower and the Co- borrower(s) of the transactions and matters therein appearing and of the Borrower’s/Co-borrower’s(s) liability for the sums shown to be due by such entries. v. The Co-borrower(s) hereby consent/consents to the Bank: (a) Making any variations that the Bank may think fit in the terms of this Agreement with the Borrower; (b) Determining, enlarging or varying any contract with the Borrower; (c) Making any compositions with the Borrower; (d) Promising to give time to the existence Borrower or not to ▇▇▇ the Borrower; (e) Parting with any security that the Bank may hold in respect of the said credit facilities. vi. The Co-borrower(s) also agrees/agree that it/they shall not be discharged from its/their liability by the Bank releasing the Borrower or by any claimact or omission of the Bank the legal consequences of which may be to discharge the Borrower or by any act of the Bank which would, setbut for this present provision, be inconsistent with the Co- borrower(s) rights or by the Bank’s omission to do any act which but for this present provisions, the Bank’s duty to the Co-offborrower(s) would have required the Bank to do. The Co-borrower(s) agrees/agree that is between the Bank and the , counterclaim or other right Co-borrower(s) is/are a principal debtor/debtors jointly with the Borrower. vii. The Co-borrower(s) agrees/agree that Performance Support Provider if the Borrower shall be found not to be liable to the Bank in law for the installments or any other Person charges due to the Bank from the Borrower by reason of his incapacity to borrow or to contract or insolvency or for any other reason, the Co-borrower(s) shall nevertheless be liable as principal debtors to pay to the Bank all the sums that would have been recoverable by the Bank from the Co-borrower(s) as Co- borrowers, if the Borrower had been liable for the installments and other charges and dues. viii. The Co-borrower(s) hereby declares/declare that this undertaking is in addition to, and not by way of limitation of, or substitution for, any other undertaking or undertakings that the Co-borrower(s) may have against any Covered Entity previously given or may hereafter give to the Bank (whether alone or jointly with any other Personparty or parties) and that this undertaking shall not revoke or limit any such other undertaking or undertakings. ix. The Co-borrower agrees and declares that the Bank shall not be bound and compelled to take any proceedings, (e) any impossibility steps or impracticability of performanceaction against the borrower for recovery, illegality, force majeure, act of Governmental Authority enforcement 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 realization of any of their dues from the Performance Support Obligations, Borrower or against the Device Leases said Asset including repossessing the same under or pursuant to this Agreement and the Co-borrower shall be bound and liable to pay all monies payable under and by virtue of this undertaking notwithstanding that the Bank shall not have taken any other Transaction Document step or any rights of Performance Beneficiary with respect thereto or otherwise, (g) proceeding against the failure by Performance Beneficiary to take any steps to perfect Borrower. x. It is further expressly clarified that this undertaking is irrevocable undertaking having been granted for valuable xi. consideration 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 shall come into effect simultaneously with the performance signing 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. Performance Support Provider hereby Beneficiary (jointly and severally, if more than one) absolutely, unconditionally unconditionally, and irrevocably assures agrees to fully and undertakes for timely perform all covenants and obligations imposed upon the benefit Borrower or Beneficiary pursuant to the other Loan Documents, including without limitation the payment of Performance Beneficiary the due and punctual performance and observance all amounts required to be paid by the Covered Entities Borrower under the terms of all their respective covenantsthe Security Instrument, agreements, undertakings, indemnities and other obligations (including, in each case, those related but subject to the breach by any Covered Entity of its respective representations and warranties), whether monetary or non-monetary and regardless limitations set forth in Section 9 of the capacity in which incurred Note (including all the "Obligations"). Beneficiary has made such inquiry as it deems appropriate into the terms and conditions 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 theretoLoan Documents, (b) any change in and has sought the existenceadvice of such attorneys and consultants as the Beneficiary has deemed appropriate, formation or ownership of, or and Beneficiary is satisfied that it is fully aware of and understands 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 nature and extent of the Performance Support Obligations. Beneficiary, by the Device Leases or any other Transaction Document or any rights execution and delivery of Performance Beneficiary this Undertaking, binds itself, its heirs, successors and assigns 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 Land Trustee for the performance of the Performance Support Obligations as if Beneficiary had contracted for performance itself, and regardless of whether Land Trustee or otherwise. Without limiting the generality of Beneficiary has the foregoing, Performance Support Provider agrees that if any Covered Entity shall fail in any manner whatsoever power 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 waivesBeneficiary, for itself, its heirs, successors and assigns agrees that it shall not exercise or assert, any right to reimbursement from any Lessee or any Originator that it may acquire be bound by way all of subrogation or otherwise. Performance Support Provider also hereby expressly waives all the terms and conditions contained in the 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 ObligationsLoan Documents, whether in equity signed now or at lawlater by Land Trustee or Beneficiary. Notwithstanding anything to the contrary herein, it is expressly acknowledged that this Agreement is not a guarantee Beneficiary shall perform its obligations hereunder irrespective of the collection application 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 other law which would prevent the performance of any of the Obligations by any other party obligated under the Loan Documents. Beneficiary covenants that the Obligations will be performed strictly in accordance with the terms of the Note and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or rights of the Lender. The liability of Beneficiary under this Undertaking shall be independent, absolute and unconditional, irrespective of any lack of creditworthiness validity or enforceability of the related Customer Note or any of the Loan Documents, or any exchange, release, or non‑perfection of any security interest in any security given for the repayment of the Note, or any change in the ownership of the beneficial interests in Beneficiary. Beneficiary hereby acknowledges and agrees with and for the benefit of Lender that, notwithstanding any contrary or inconsistent statement or provision set forth in any trustee exculpation provisions contained in or attached to the Note, the Security Instrument or any of the Loan Documents, which provisions, among other things, limit the liability of Land Trustee under the Loan Documents, such exculpation provisions shall not inure to the benefit of Beneficiary or limit or otherwise affect the liabilities and obligations of Beneficiary or the uncollectability rights, remedies, or benefits of any such Customer Receivable or for any Performance Support Obligations accruing to Lender under 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)Loan Documents.

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 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. 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 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.