Sprint - Nextel 2015 Annual Report Download - page 212

(j) Provision of Wireless Services . Each Originator will or will cause one or more of its Affiliates to provide
wireless network services to Customers in accordance with each Related Customer Lease or other agreement, contract or
other document (including any purchase order or invoice) related to any rights or obligations of any party under a Related
Customer Lease, subject to the Credit and Collection Policy.
SECTION 5.3 Negative Covenants of Each Originator . From the Lease Closing Date until the Final Settlement Date,
each Originator shall not:
(a) Liens, Etc . Except as otherwise explicitly provided herein and in the other Transaction Documents, create or
suffer to exist any Lien, other than Permitted Device Liens upon or with respect to, any Device or Related Customer Lease
or any interest therein (other than Devices and Related Customer Leases, if any, subsequently (i) repurchased by the
Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the Originators pursuant to Sections
2.6, 2.7 or 2.8), or any Servicer Collection Account to which any Collections of any of the foregoing are sent, or any right to
receive income or proceeds (other than distributions made to such Originator in accordance with the Transaction Documents
or any proceeds of Collections remitted to such Originator hereunder to the extent such Originator owes no other amounts
hereunder) from or in respect of any of the foregoing or, prior to the Final Settlement Date, its equity interest in it Related
Lessee, if any.
(b) Nondisturbance of Devices or Customer Leases . Claim ownership in or otherwise interfere with a Lessee’s (or
the Servicer’s, MLS’ or the Collateral Agent’s) rights in the Devices or any Related Customer Lease, except if such
Originator repurchases such Device pursuant to the Device Repurchase Agreement or if such Device or Related Customer
Lease is distributed to such Originator pursuant to Sections 2.6, 2.7 or 2.8.
(c) Mergers, Sales, Etc . Consolidate or merge with or into any other Person or sell, lease or transfer all or
substantially all of its property and assets, or agree to do any of the foregoing, unless (i) no Lease Event of Default has
occurred and is continuing or would result immediately after giving effect thereto, (ii) if such Originator is not the surviving
entity or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving entity or the
Person purchasing or being leased the assets is a Subsidiary of Sprint and agrees to be bound by the terms and provisions
applicable to such Originator hereunder, (iii) Sprint reaffirms in a writing, in form and substance reasonably satisfactory to
MLS and the Collateral Agent, that its obligations under the Performance Support Agreement shall apply to the surviving
entity and (iv) each of MLS and the Collateral Agent receives such additional certifications and opinions of counsel as it shall
reasonably request.
(d) Change in Organization, Etc . Change its jurisdiction of organization or its name, identity or corporate
organization structure or make any other change such that any financing statement filed or other action taken to perfect its
Related Lessee’s or MLS’s interests hereunder and under the Second Step Transfer Agreement, as applicable, would become
seriously misleading or would otherwise be rendered ineffective, unless such
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