Sprint - Nextel 2013 Annual Report Download - page 216

presented, including, without limitation, the reasonable fees and expenses of legal counsel.
(c) Repayment of Loans . The Borrower shall have complied with the requirements of Section 2.08(d)(iv) of the Credit
Agreement.
(d) No Default . Immediately after giving effect to this Incremental Agreement No. 2, no Default or Event of Default shall have
occurred and be continuing.
(e) Officer’s Certificate . The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower
stating that each of the conditions to this Incremental Agreement No. 2 set forth in Section 2.08(d) have been satisfied.
(f)
Opinions . The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent
and the Lenders and dated the Incremental No. 2 Effective Date) of Jones Day, as special counsel to the Obligors, and Polsinelli Shughart P.C.,
as special Kansas counsel to the Obligors, covering such matters relating to the Obligors, this Agreement, and the other Loan Documents as the
Administrative Agent shall request (and the Borrower hereby requests such counsel to deliver such opinions).
9. Continuing Effect of the Credit Agreement . This Incremental Agreement No. 2 shall not constitute an amendment of
any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or
future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly
amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. On and after the Incremental Agreement
No. 2 Effective Date, each reference in the Credit Agreement to “ this Agreement ” , “ hereunder” , “ hereof” , “ herein ” , or words of like import
referring to the Credit Agreement, and each reference in the other Loan Documents to the “ Credit Agreement ” , “ thereunder” , “ thereof” , or
words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement after giving effect to this
Incremental Agreement No. 2. This Incremental Agreement No. 2 is a Loan Document for all purposes of the Credit Agreement.
10. Amendment, Modification and Waiver . This Incremental Agreement No. 2 may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.
11. Counterparts . This Incremental Agreement No. 2 may be executed by the parties hereto in any number of separate
counterparts (including emailed or facsimiled counterparts), each of which shall be deemed to be an original, and all of which taken together shall
be deemed to constitute one and the same instrument.
12. Severability . Any provision of this Incremental Agreement No. 2 which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
13. Integration . This Incremental Agreement No. 2 and the other Loan Documents represent the agreement of the
Obligors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by any such party relative to the subject matter hereof or thereof not expressly set forth or referred to
herein or in the other Loan Documents.
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