Sprint - Nextel 2015 Annual Report Download - page 201

AMENDED AND RESTATED FIRST STEP TRANSFER AGREEMENT (TRANCHE 1)
This AMENDED AND RESTATED FIRST STEP TRANSFER AGREEMENT (TRANCHE 1), dated as of April 28, 2016
and effective as of the Amendment Closing Date (this “ Agreement ”), is among THE PERSONS IDENTIFIED ON THE
SIGNATURE PAGES HERETO AS ORIGINATORS, as transferors (collectively, the “ Originators ” and, each, an “ Originator ”),
THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS LESSEES, as transferees (collectively, the “ Lessees
” and, each, an “ LESSEE ”) and SPRINT SPECTRUM L.P., as servicer (in such capacity, the “ Servicer ”).
WITNESSETH:
WHEREAS, the Lessees and Originators are parties to the First Step Transfer Agreement, dated as of November 19, 2015
and effective as of the Lease Closing Date (as amended, supplemented or otherwise modified from time to time prior to the date
hereof, the “ Original First Step Transfer Agreement ”);
WHEREAS, it is the intent of the parties hereto that this Agreement amend and restate in its entirety the Original First Step
Transfer Agreement;
WHEREAS, pursuant to the Transaction Documents, on the Lease Closing Date, the Originators entered into a sale and
leaseback transaction whereby (i) each Originator contributed the Devices and Related Customer Leases owned by such Originator
to its Related Lessee, (ii) each Lessee sold the Devices and the Customer Lease-End Rights and Obligations to MLS and distributed
the net cash proceeds of such sale to its Related Originator and (iii) MLS leased the Devices to the relevant Lessee; and
WHEREAS, the Parties intend that the Transaction Documents create a financing for all U.S. federal, state and local income
tax purposes, and thus specifically that (i) the Cash Purchase Price paid under the Second Step Transfer Agreement at closing be
treated for such purposes as amounts loaned by MLS for which the Devices provide security and (ii) all Rental Payments to MLS
under the Device Leases be treated for such purposes as payments on such indebtedness owed to MLS.
Now, Therefore, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND RELATED MATTERS
SECTION 1.1 Defined Terms . In this Agreement, capitalized terms not otherwise defined herein are defined in that
certain Appendix A to the Amended and Restated Master Lease Agreement (Tranche 1), dated as of the date hereof and effective as
of the Amendment Closing Date (as amended, supplemented or otherwise modified from time to time, the “ Master Lease
Agreement ”), among the Lessees, Mobile Leasing Solutions, LLC, a Delaware limited liability company, acting for itself and on
behalf of Series 1 thereof (“ MLS ”), the Servicer and
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