Sprint - Nextel 2015 Annual Report Download - page 208

of any Liens (other than Permitted Device Liens); when its Related Lessee acquires such Devices and Related Customer
Leases hereunder, such Lessee shall have acquired them for fair consideration and reasonably equivalent value, free and clear
of any Lien (other than Permitted Device Liens); and no valid effective financing statement or other instrument similar in
effect covering any Device and any Related Customer Lease is on file in any recording office, except such as may be filed (i)
in favor of its Related Lessee in accordance with this Agreement or any other Transaction Document (and assigned to MLS
and further assigned to the Collateral Agent) or (ii) in connection with any Permitted Device Lien.
(d) UCC Details . Its true legal name as registered in the sole jurisdiction in which it is organized and the
jurisdiction of such organization are specified in Annex 1 and its chief executive office is at the address specified in Annex 1
(or at such other location, notified to Lessees, MLS and Collateral Agent). Except as described in Annex 1 , it has never had
any trade names, fictitious names, assumed names or “doing business as” names and is “located” in the jurisdiction specified
in Annex 1 for purposes of Section 9-307 of the UCC. It is organized in only a single jurisdiction.
(e) Servicer Collection Account . The names and addresses of all banks or financial institutions with Servicer
Collection Accounts (“ Collection Account Banks ”), together with the account numbers of the Servicer Collection Accounts
at such Collection Account Banks, are specified in Schedule 3 of the Servicing Agreement (or have been notified to and
approved by the Collateral Agent and MLS in accordance with Section 2.10(d) of the Servicing Agreement).
(f) Servicing Programs . No license or approval is required for the Lessees’, the Collateral Agent’s or MLS’s use of
any software or other computer program used by such Originator, the Servicer or any Sub-Servicer in the servicing of the
Related Customer Leases originated by such Originator, other than under the Amdocs Sub-Servicing Agreement and those
which have been obtained and are in full force and effect.
(g) Adverse Change . Since March 31 2015, there has been no Material Adverse Effect with respect to such
Originator.
(h) Credit and Collection Policies; Compliance with Law. It has complied with the Credit and Collection Policies in
all material respects and such policies have not changed in any material respect since the date of origination. It has complied
with all applicable Law except where the failure to do so, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.
(i) Investment Company Act . It is not an “investment company” under (and as defined in) the Investment
Company Act.
(j) 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
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