Sprint - Nextel 2015 Annual Report Download - page 313

“ Device Lease ”), on the Lease Closing Date, Performance Beneficiary commenced leasing the Lease Closing Date Devices to the
relevant Lessee;
WHEREAS, pursuant to that certain Amended and Restated Servicing Agreement (Tranche 1), dated as of the date hereof
and effective as of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “
Servicing Agreement ”), by and among the Lessees, Servicer, Performance Beneficiary and Collateral Agent, Servicer will service
the Devices and related Customer Leases for Lessees and Performance Beneficiary as further described in the Servicing Agreement;
WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income
tax purposes, and thus specifically that (i) the Cash Purchase Price paid under the Second Step Transfer Agreement at closing be
treated for such purposes as amounts loaned by Performance Beneficiary for which the Devices provide security and (ii) the Rental
Payments payable to Performance Beneficiary under the Device Leases be treated for such purposes as payments on such
indebtedness owed to Performance Beneficiary;
WHEREAS, Performance Support Provider is the direct or indirect parent of each of the Originators, the Lessees and
Servicer (each, a “ Covered Entity ” and, collectively, the “ Covered Entities ”) and will receive substantial direct and indirect
benefits from the sale and leaseback arrangements contemplated by the First Step Transfer Agreement, the Second Step Transfer
Agreement, the Device Leases and the other Sprint Transaction Documents; and
WHEREAS, it is a condition precedent to Performance Beneficiary entering into the Omnibus Consent that Performance
Support Provider shall have executed and delivered this Agreement.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. 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
2