Sprint - Nextel 2015 Annual Report Download - page 239

approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Valid Sale . This Agreement constitutes an absolute and irrevocable valid sale of the Devices and the Customer Lease-
End Rights and Obligations to the Buyer.
(d) 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.
(e) Quality of Title . At the time of its sale to the Buyer hereunder, each Device and the Customer Lease-End Rights and
Obligations in respect of each Related Customer Lease, is owned by it free and clear of any Adverse Claim (other than
Permitted Device Liens); when the Buyer purchases such Devices and Customer Lease-End Rights and Obligations, the
Buyer shall have acquired them for fair consideration and reasonably equivalent value, free and clear of any Adverse Claims
(other than Permitted Device Liens) and no valid effective financing statement or other instrument similar in effect covering
any Device and any Customer Lease-End Rights and Obligations is on file in any recording office, except such as may be
filed (i) in favor of the relevant Lessee in accordance with the First Step Transfer Agreement or any other Transaction
Document (and assigned to Mobile Leasing Solutions for the benefit of Series 1 and further assigned to the Collateral Agent)
or (ii) in connection with any Permitted Device Lien.
(f) 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 Schedule IV and its chief executive office is at the address specified in Schedule IV (or at
such other location, notified to the Buyer and Collateral Agent). Except as described in Schedule IV , it has never had any
trade names, fictitious names, assumed names or “doing business as” names and is “located” in the jurisdiction specified in
Schedule IV for purposes of Section 9-307 of the UCC. It is organized in only a single jurisdiction.
(g) Adverse Change . Since the date of their formation, there has been no change in the financial condition, business
or prospects of the Lessees, taken as a whole, that could reasonably be expected to result in a Material Adverse Effect.
(h) Investment Company Act . It is not an “investment company” under (and as defined in) the Investment Company
Act.
(i) 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 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 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.
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