Sprint - Nextel 2015 Annual Report Download - page 211

Related Customer Leases. Each Originator hereby grants to the Lessees and the 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 Originator all steps
necessary or advisable to endorse, negotiate or otherwise realize on any Collections and any checks, instruments or other
proceeds of the Devices and Related Customer Leases held or transmitted by such Originator or transmitted or received by
such Lessee (whether or not from such Originator) in connection with any Device or Related Customer Lease transferred by
it hereunder.
(e) PATRIOT ACT Information . Promptly following a request therefor, provide any documentation or other
information that any Lessee, MLS or the Collateral Agent reasonably requests in order to comply with its ongoing
obligations under the applicable “know your customer” and anti money laundering rules and regulations, including the
PATRIOT Act.
(f) Further Assurance. From time to time, at its expense, promptly execute and deliver all further instruments and
documents, and take all further action that the Lessees, MLS or the Collateral Agent or any of their respective designees may
reasonably request, in order to perfect, protect or more fully evidence the assignments and contributions hereunder, or to
enable the Lessees, MLS and the Collateral Agent to exercise or enforce any of their respective rights with respect to the
Devices and Related Customer Leases. Without limiting the generality of the foregoing, each Originator will upon the
request of the Lessees, MLS 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.
(g) Agreed Upon Procedures . Cooperate reasonably with Servicer and the designated accountants for each annual
agreed-upon procedures report required pursuant to Section 8.1(i) of the Servicing Agreement.
(h) Location . Each Originator shall at all times maintain its jurisdiction of organization and its chief executive
office within a jurisdiction in the United States in which Article Nine of the UCC (2001 or later revision) is in effect.
(i) Tax Matters . Each Originator shall pay all applicable taxes required to be paid by it when due and payable in
connection with the transfer hereunder of the Devices and Related Customer Leases, and acknowledges that neither the
Collateral Agent nor MLS shall have any responsibility with respect thereto. Each Originator shall pay and discharge, or
cause the payment and discharge of, all federal income taxes (and all other material taxes) of such Originator when due and
payable, except (i) such as may be paid thereafter without penalty, (ii) such as may be contested in good faith by appropriate
proceedings and for which an adequate reserve has been established and is maintained in accordance with GAAP or (iii)
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.
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