Sprint - Nextel 2015 Annual Report Download - page 318

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Performance Support Provider, the Servicer,
any Originator, any Lessee or any ERISA Affiliate thereof is (or, if such plan were terminated, would under Section 4069 of ERISA
be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
(k) Tax Returns and Payments . It has filed all federal income tax returns and all other material tax returns that are
required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by it, except (i)
for any such taxes or assessments that are being appropriately contested in good faith by appropriate proceedings and with respect to
which adequate reserves in conformity with GAAP have been provided or (ii) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect. No tax lien has been filed, and, to its actual knowledge, no claim is
being asserted, with respect to any such tax or assessment that could reasonably be expected to result in a Material Adverse Effect.
Section 4. Covenants . Performance Support Provider covenants and agrees that, from the Lease Closing Date until (i) all
the Performance Support Obligations are indefeasibly paid and satisfied in full and (ii) all the Guaranteed Obligations under and as
defined in the Sprint Guarantee are indefeasibly paid and satisfied in full, it shall observe and perform the following covenants:
(a) Compliance with Laws. It shall comply with all applicable Laws, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(b) Preservation of Corporate Existence . Except as expressly permitted under Section 4(c), it shall preserve and maintain
its existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good
standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualifications,
except where the failure to be in good standing or to qualify or preserve or maintain such existence, rights, franchises or privileges
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Mergers, Sales, Etc . It shall not consolidate with or merge with or into any other Person or sell, lease or transfer all or
substantially all of its property and assets, unless (i) no Lease Default or Lease Event of Default has occurred and is continuing or
would result immediately after giving effect thereto, (ii) if it is not the surviving entity or if it 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 agrees to be bound
by the terms and provisions applicable to Performance Support Provider hereunder and under the Transaction Documents to which
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