Sprint - Nextel 2015 Annual Report Download - page 226

collectively, the “ Device Leases ” and, each, a “ Device Lease ”), on the Lease Closing Date the Buyer commenced leasing the
Lease Closing Date Devices to the relevant Lessee;
WHEREAS, Servicer is servicing the Devices and Related Customer Leases for Lessees and the Buyer pursuant to the
Servicing Agreement;
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 this Agreement at closing be treated for such purposes
as amounts loaned by the Buyer for which the Devices provide security and (ii) the Rental Payments payable to the Buyer under the
Device Leases be treated for such purposes as payments on such indebtedness owed to the Buyer;
Now, Therefore, in consideration of the premises set forth above, the terms and conditions contained herein and other good
and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND RELATED MATTERS
SECTION 1.1 Defined Terms . In this Agreement, capitalized terms not otherwise defined herein have the meaning
provided for such terms in Appendix A to the Master Lease Agreement. In addition, the following terms used herein have the
meanings indicated below:
“ Agreement ” shall have the meaning provided in the preamble of this Agreement.
“ Available Funds ” shall have the meaning provided in the Servicing Agreement.
“ Buyer ” shall have the meaning provided in the preamble of this Agreement.
“ Buyer Obligations ” shall have the meaning provided in Section 7.1(b) of this Agreement.
“ Buyer Permitted Lien ” means
(a) Liens created under the Transaction Documents;
(b) Liens securing Debt under any Permitted Additional Tranche and “Permitted Liens” as defined in the transaction
documents relating to any Permitted Additional Tranche;
(c) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings diligently
conducted, provided that adequate reserves with respect thereto are maintained on the books of the Buyer in conformity with
GAAP;
(d) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation;
2