Sprint - Nextel 2015 Annual Report Download - page 207

context of the transactions contemplated by this Agreement and the other Transaction Documents applicable to it, any
material indenture, agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or instrument except for any Lien that could not reasonably
be expected to have a Material Adverse Effect or arising under the Transaction Documents, or (iii) violate in any material
respect any Law applicable to it or any of its properties.
(f) Bulk Sales Act . No transaction contemplated hereby requires compliance by it with any bulk sales act or
similar Law.
(g) No Proceedings . There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to its actual knowledge, threatened against or affecting it (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect, (ii) seeking to prevent the servicing of the Devices and the Related
Customer Leases by Servicer or the consummation of the purposes of this Agreement or of any of the other Transaction
Documents to which it is a party, or (iii) that otherwise involve this Agreement or any other Transaction Document to which
it is a party, except, solely with respect to this clause (iii), as set forth in Schedule 8 to the Servicing Agreement.
(h) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is required for its due execution, delivery and performance of this Agreement or any other
Transaction Document to which it is a party or the transactions contemplated hereby or thereby, except for the filing of the
UCC financing statements referred to in such Transaction Documents and filings with the SEC to the extent required by
applicable Law.
SECTION 4.2 Additional Representations and Warranties of the Originators . Each Originator represents and warrants to
the Lessees (i) as of the Lease Closing Date, (ii) as of the Amendment Closing Date, and (iii) as of each Like-Kind Exchange
Transfer Date, provided, however, (a) in the case of clause (ii) each Originator does not make the representation in Section 4.2(l) and
(b) in the case of clause (iii), each Originator only makes the representation and warranty in Section 4.2(l)(i) and only in respect of
the Like-Kind Exchange Device transferred as of the applicable Like-Kind Exchange Transfer Date, as follows:
(a) Absolute Assignment . This Agreement constitutes an absolute and irrevocable assignment by way of capital
contribution of the Devices and the Related Customer Leases to its Related Lessee.
(b) Use of Proceeds . The use of all funds obtained by it under this Agreement will not conflict with or contravene
any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System.
(c) Quality of Title . At the time of its assignment to its Related Lessee hereunder, each Device and each Related
Customer Lease, is owned by it free and clear
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