Sprint - Nextel 2015 Annual Report Download - page 209

such taxes or assessments, if any, 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.
(k) No Sanctions. It is not a Sanctioned Person. To its knowledge after due inquiry, no Customer was a
Sanctioned Person at the time of such Originator’s entry into any Related Customer Lease with such Customer. It and its
Affiliates: (i) have less than 15% of their assets in Sanctioned Countries and (ii) derive less than 15% of their operating
income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. Neither it nor any of its
Subsidiaries engages in activities related to Sanctioned Countries except for such activities as are (A) specifically or
generally licensed by OFAC or (B) otherwise in compliance with OFAC’s sanctions regulations.
(l) Eligible Devices and Related Customer Leases . Each Device is (i) an Eligible Device and (ii) each Related
Customer Lease is an Eligible Lease.
SECTION 4.3 Breach of Eligibility Representation and Warranty . If on any day there is discovered a breach of any of the
representations or warranties of any Originator set forth in Section 4.2(l) with respect to any Device or Related Customer Lease as of
the date such representations and warranties are made, then, to the extent the Servicer is required to make a payment in a respect of a
Deemed Collection pursuant to Section 2.14(b) of the Servicing Agreement, the Related Originator agrees to make such payment to
the Servicer on the same terms as the Servicer is required to make a payment to MLS under Section 2.14(b) of the Servicing
Agreement.
ARTICLE V
GENERAL COVENANTS
SECTION 5.1 Mutual Covenants . At all times from the Lease Closing Date to the Final Settlement Date, each Lessee and
each Originator shall:
(a) Compliance with Laws, Etc . 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 Existence . Except as expressly permitted by Section 5.3(c ) or (d) with respect to the
Originators or the Master Lease Agreement with respect to the Lessees, preserve and maintain its existence, rights, franchises
and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing in each jurisdiction
where the failure to qualify or preserve and maintain such existence, rights, franchises, privileges and qualification could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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