Sprint - Nextel 2015 Annual Report Download - page 315

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).
Section 2. Confirmation . Performance Support Provider hereby confirms that the transactions contemplated by the
Transaction Documents have been arranged among the Covered Entities and Performance Beneficiary, as applicable, with
Performance Support Provider’s full knowledge and consent and any amendment, restatement, modification or supplement of, or
waiver of compliance with, the Transaction Documents in accordance with the terms thereof by any of the foregoing shall be
deemed to be with Performance Support Provider’s full knowledge and consent. Performance Support Provider hereby confirms that
on the date hereof it owns (directly or indirectly) 100% of the equity interests of each Covered Entity. Performance Support Provider
agrees to notify Performance Beneficiary in the event that it ceases to own (directly or indirectly) 100% of the equity interests of any
Covered Entity.
Section 3. Representations and Warranties . Performance Support Provider represents and warrants to Performance
Beneficiary as of the Lease Closing Date and as of the Amendment Closing Date, as follows:
(a) Organization and Good Standing . It has been duly organized and is validly existing as a corporation in good
standing under the Laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its business
as such properties are presently owned and such business is presently conducted.
(b) Due Qualification . It is duly qualified to do business in good standing, and has obtained all necessary
qualifications, licenses and approvals, in all jurisdictions in which its ownership or lease of property or the conduct of its business
requires such qualifications, licenses or approvals, except where the failure to be in good standing or to hold any such qualifications,
licenses and approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Power and Authority; Due Authorization . It (i) has all necessary power and authority to (A) execute and deliver
this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of and perform its obligations
under this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary
corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a
party.
(d) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by it when
duly executed and delivered by it will constitute, a legal, valid and binding obligation of Performance Support Provider, enforceable
against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in
equity or at law.
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