Sprint - Nextel 2015 Annual Report Download - page 210

(c) Separateness . Not take any actions inconsistent with the terms of Section 6.1 of the Second Step Transfer
Agreement or any Lessee’s organizational documents.
(d) Taxes . Each transfer 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
transferred to others in the normal course of the transferee's business. Each Originator and each Lessee 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 Originators . At all times from the Lease Closing Date to the Final Settlement
Date, each Originator shall (or shall cause the Servicer to):
(a) Keeping of Records and Books of Account; Delivery . Maintain and implement, or cause to be maintained
and implemented, administrative and operating procedures (including an ability to recreate records evidencing the Devices
and the Related Customer Leases in the event of the destruction of the originals thereof, backing up on at least a daily basis
on a separate backup computer from which electronic file copies can be readily produced and distributed to third parties
being agreed to suffice for this purpose), and keep and maintain, or cause to be kept and maintained (or transferred to
Servicer), all documents, books, records and other information necessary or advisable for the collection of all Collections in
respect of all Devices and the Related Customer Leases.
(b) Location of Records . Keep its chief executive office and principal place of business, and the offices where it
keeps its Records (and any original documents relating thereto), at the address of such Originator referred to in Annex 1 or,
upon thirty (30) days’ prior written notice to the Collateral Agent and MLS, at such other locations in jurisdictions where
all action required by Section 5.2(f) shall have been taken and completed.
(c) Credit and Collection Policies . Until such Device or the Related Customer Lease is contributed to its Related
Lessee, comply in all material respects with its Credit and Collection Policy in regard to each Device and the Related
Customer Lease.
(d) Collections . Except as otherwise permitted under this Agreement, instruct, or cause the Servicer to instruct,
all Customers to cause all Collections in respect of Devices and Related Customer Leases to be deposited directly in a
Servicer Collection Account covered by an Account Control Agreement. In the event such Originator or any of its
Affiliates receives any Collections such Person will promptly (but not later than three (3) Business Days following receipt)
deposit such Collections in a Servicer Collection Account covered by an Account Control Agreement, except Non-Lock
Box Receivables. The Originators shall cooperate with the Lessees and the Servicer in collecting amounts due from
Customers in respect of the Devices and
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