Sprint - Nextel 2015 Annual Report Download - page 244

five (5) Business Days’ prior written notice. For the avoidance of doubt, nothing in this Section 5.3(c) shall permit any
representative or independent contractor of any Lessee to make any such visits, inspections or examinations in respect of the
corporate, financial and operating records or the affairs, finances and accounts of any Series of Mobile Leasing Solutions
other than Series 1 thereof.
(d) Enforcement of Support Services Agreement . Promptly enforce the obligations of Marketing Services Provider under
the Support Services Agreement to cause the resale of Devices in accordance with the Support Services Agreement and the
deposit of proceeds in respect thereof, in accordance with the terms of such agreement and the other Transaction Documents.
(e) Replacement of Logistics Services Provider and/or Marketing Services Provider . If a termination event has occurred
and is continuing under Section 10.1 of the Support Services Agreement, upon one (1) Business Day prior written notice of
any Sprint Party to the Buyer requesting termination of the Support Services Agreement, deliver written notice to the
Logistics Services Provider and Marketing Services Provider terminating the Support Services Agreement.
(f) Fair Market Value under Customer Leases for Devices . Promptly (and in no event later than one (1) Business Day)
after request by any Sprint Party, provide such Sprint Party with the fair market value in relation to a Customer’s purchase
option of a Device under a Related Customer Lease for any period after the relevant Scheduled Customer Lease Term,
provided, however, the Buyer’s determination of the fair market value of such Device shall be the higher of (x) the
Secondary Market Value of such Device on the basis that such Device is a Grade B Device and (y) the fair market value of
such Device determined by the relevant Sprint Party acting reasonably provided in writing by a Sprint Party to the Buyer at
the time of or prior to any Sprint Party’s request under this Section 5.3(f).
(g) [Reserved] .
(h) [Reserved] .
(i) [Reserved] .
(j) [Reserved] .
(k) Special Purpose Entity/Bankruptcy Remoteness . Comply with the special purpose entity and bankruptcy remoteness
provisions set forth in Schedule V.
(l) Indebtedness Covenant . Except for Debt incurred in respect of the Transaction, not create, incur, assume, guarantee,
permit to exist or otherwise become directly or indirectly liable for or in respect of any Debt or other obligation or purchase
any asset (whether or not pursued for gain or other pecuniary advantage), except in accordance with or as permitted by the
Transaction Documents.
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