Sprint - Nextel 2015 Annual Report Download - page 241

(b) Preservation of Existence . Except as expressly permitted by Sections 5.2(h) or 5.2(i) 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.
(c) Tax . (i) Agree for all U.S. federal, state and local income tax purposes, (x) to treat the Cash Purchase Price paid
hereunder as amounts loaned by the Buyer for which the Devices transferred hereunder provide security, and to treat the
Rental Payments payable to the Buyer under the Device Leases as payments on such indebtedness owed to the Buyer, (y) to
treat any proceeds from any sale of a Device and any Excess Rental Payments as income of the Lessees, with the Buyer
retaining the related cash only to secure payment of amounts due under such indebtedness and (z) not to treat the Buyer as
the owner of the Devices, unless, after the Lease Closing Date, a Change in Law occurs and, as confirmed by an Opinion of
Counsel and after consultation in good faith with the other Parties and their respective tax advisors, there is no substantial
authority, within the meaning of Section 6662 of the Code, for such treatment, or there is a Final Determination of such
treatment.
(ii) The Parties acknowledge that the Buyer has entered into the Tax Services Agreement with the Servicer and
Sprint, which will govern responsibility for filing any Tax Returns and paying any Taxes that are due with respect to any
payment made or any transfer of Devices or Customer Lease-End Rights and Obligations hereunder. All payments made, or
deemed made, pursuant to this Agreement shall be made free and clear of, and without deduction for, any Taxes except to the
extent required by applicable Law. The Parties do not expect payments made pursuant to this Agreement to be subject to
withholding or other deduction of Taxes. Prior to withholding any Taxes from any payment hereunder, the Buyer and the
Lessee Representative shall consult in good faith as to the withholding to be made; and
(iii) Each transfer of the Devices contemplated hereunder is intended to be an exempt sale for resale for sales and
use tax purposes as the purchaser or transferee intends to re-sell or lease each Device in the same form or condition in which
it was purchased to others in the normal course of the purchaser or transferee’s business. The Parties will cooperate to take all
steps to timely prepare and secure any exemption certificate, resale certificate or similar documentation requested or required
by any jurisdiction for purposes of qualifying for or documenting such exemption.
SECTION 5.2 Additional Covenants of the Lessees . At all times from the Lease Closing Date to the Final Settlement
Date, each Lessee shall:
(a) Evidence of Purchase . Maintain its accounting records to evidence that as of (x) in the case of the Lease Closing Date
Devices and Related Customer Leases, the Lease Closing Date and (y) in the case of each Like-Kind Exchange Device, the
date the Like-Kind Exchange for such Like-Kind Exchange Device occurs, the relevant Devices and
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