Sprint - Nextel 2015 Annual Report Download - page 279

faith it is prohibited from furnishing such other information by any Law or a Contractual Obligation or because such information is
Relevant Personal Data subject to Section 7.1(h) ( Personal Data ) (it being understood and agreed that this Section 7.1(a) (
Reporting Requirements ) shall not be applied to augment the periodic reporting obligations of Sprint under Section 4(e) of the
Performance Support Agreement).
(b) Change in Accountants . Promptly after the occurrence thereof, the relevant Lessee shall provide the Lessor notice of
any change in the accountants of such Lessee.
(c) Preservation of Existence . Except as expressly permitted by Sections 5.2(h) or 5.2(i) of the Second Step Transfer
Agreement, each Lessee shall (i) do all things necessary to remain duly organized, validly existing and qualified in good standing in
its jurisdiction of organization, except where the failure to qualify or be in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect and (ii) maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted, except where the failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(d) Compliance with Laws, Etc. Each Lessee shall comply with all applicable Laws, regulations and standards of all
jurisdictions applicable to each party’s performance under this Agreement (including, without limitation, consumer protection
requirements, the U.S. Foreign Corrupt Practices Act and international anti-money laundering laws applicable to it) except where the
failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Lessees shall
also comply with all applicable international export laws and sanctions regulations applicable to it with respect to the export of the
Devices except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.
(e) Keeping of Records and Books of Account . Lessees shall (and shall cause Servicer to) maintain and implement
administrative and operating procedures (including an ability to recreate records evidencing Customer Receivables and any related
contract in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks,
Records and other information reasonably necessary or advisable for the collection and administration of all Customer Receivables
(including records adequate to permit the daily identification of each new Customer Receivable and all Collections of and
adjustments to each existing Customer Receivable). Lessees shall give Lessor prompt notice of any material change in its
administrative and operating procedures referred to in the previous sentence.
(f) Furnishing of Information . Subject to any limitation in Section 7.1(h) ( PersonalData), Lessees shall furnish or cause
to be furnished to Lessor from time to time such information with respect to the Customer Receivables and other Lessee Collateral
as Lessor may reasonably request (it being understood and agreed that this Section 7.1(f) ( FurnishingofInformation) shall not be
applied to augment or duplicate the reporting obligations of Servicer under the Servicing Agreement).
(g) Inspection of Records . Upon reasonable advance notice by Lessor to Lessees, Lessees shall, at any time and from time
to time during regular business hours, as requested by
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