Sprint - Nextel 2015 Annual Report Download - page 205

Lessee shall make a distribution to its Related Originator of all of such Lessee’s right, title and interest in and to such Device and the
related Customer Lease (if applicable).
ARTICLE III
ADMINISTRATION AND COLLECTION
SECTION 3.1 Servicer . Pursuant to the Servicing Agreement, Servicer shall be responsible for the servicing,
administration and collection of the Devices and Related Customer Leases for the benefit of each Lessee and MLS (and the
Collateral Agent as assignee), subject to the terms set out in (including the rights to terminate Sprint Spectrum as Servicer and
appoint a successor Servicer pursuant to) the Servicing Agreement.
SECTION 3.2 Power of Attorney . Each Lessee and each Originator hereby grants to Servicer an irrevocable power of
attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of such Lessee or such
Originator, as the case may be, any and all steps that are necessary or advisable to endorse, negotiate, enforce, or otherwise realize
on any Collections and any checks, instruments, writings, other proceeds of the Devices or Related Customer Leases or other right of
any kind held or transmitted by such Lessee or such Originator or transmitted or received by such Lessee or such Originator in
connection with any Device or Related Customer Lease.
SECTION 3.3 Actions Evidencing Absolute Assignments . On and following the Lease Closing Date, each Originator
shall 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 Like-Kind Exchange Transfer Date for
such Like-Kind Exchange Device, the relevant Devices and relevant Related Customer Leases have been absolutely and irrevocably
assigned to the Related Lessee in accordance with this Agreement. In addition, each Originator agrees that from time to time, at its
expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Lessees,
MLS, the Collateral Agent or any of their respective designees may reasonably request in order to perfect, protect or more fully
evidence the absolute assignments hereunder, or to enable the Lessees, MLS or the Collateral Agent to exercise or enforce any of
their respective rights with respect to the Devices and the Related Customer Leases. Without limiting the generality of the foregoing,
each Originator will upon the request of the Lessees, MLS and/or the Collateral Agent authorize and file such financing or
continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary
or appropriate.
SECTION 3.4 Continuation Statements . Without limiting the generality of Section 3.3 above, each Originator shall
authorize and deliver and file or cause to be filed appropriate continuation statements not earlier than six months and not later than
one month prior to the fifth anniversary of the date of filing of the financing statements filed in connection with the Lease Closing
Date or any other financing statement filed pursuant to this Agreement, if the Final Settlement Date shall not have occurred.
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