Sprint - Nextel 2015 Annual Report Download - page 319

Performance Support Provider is a party, (iii) Performance Support Provider reaffirms in a writing, in form and substance reasonably
satisfactory to Performance Beneficiary, that its obligations under this Agreement and any other Transaction Document to which it is
a party shall apply to the surviving entity, and (iv) Performance Beneficiary receives such additional certifications and opinions of
counsel as it shall reasonably request.
(d) Other Information . It shall promptly, from time to time, provide such other information, documents, records or reports
respecting the condition or operations, financial or otherwise, of any Covered Entity as Performance Beneficiary may from time to
time reasonably request relating to the Covered Entities and the transactions contemplated by this Agreement and any other
Transaction Document, in order to protect the interests of Performance Beneficiary and Mobile Leasing Solutions, LLC, a Delaware
limited liability company (“ Mobile Leasing Solutions ”), under or as contemplated by this Agreement or any other Transaction
Document or to comply with any Law or any regulatory authority; provided that Performance Support Provider shall not be required
to furnish such other information to the extent that Performance Support Provider has determined in good faith that it is prohibited
from furnishing such other information by any Law or a Contractual Obligation or because such information is Relevant Personal
Data subject to Section 7.1(h) of the Master Lease Agreement or Section 8.1(l) of the Servicing Agreement (it being understood and
agreed that this Section 4(d) shall not be applied to augment the periodic reporting obligations of Performance Support Provider
under this Agreement).
(e) Reporting Requirements . It shall, unless Performance Beneficiary shall otherwise consent in writing, furnish to
Performance Beneficiary each of the following:
(i) Quarterly Financial Statements . Within 45 days after the close of each of the first three fiscal quarters of
each fiscal year, its Form 10-Q as filed with the SEC.
(ii) Annual Financial Statements . Within 75 days after the end of each of its fiscal years, the audited
consolidated statements of operations, changes in stockholders’ equity and cash flows of Performance Support Provider and
its Subsidiaries for such fiscal year and the related audited consolidated balance sheet for Performance Support Provider and
its Subsidiaries as of the end of such fiscal year, setting forth in each case in comparative form the corresponding figures for
the previous fiscal year, all reported on by Deloitte LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the
scope of such audit), to the effect that such audited consolidated financial statements present fairly in all material respects the
financial condition and results of operations of Performance Support Provider and its Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied.
(iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance
certificate in substantially the form of Exhibit A attached hereto signed by an authorized officer of Performance Support
Provider and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.
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