Sprint - Nextel 2015 Annual Report Download - page 283

ARTICLE IX
COLLATERAL
SECTION 9.1 Granting Clause to Lessor . In order to secure the prompt and full payment and performance as and when
due of any and all obligations and indebtedness of Lessees to Lessor under this Agreement, now existing or hereafter created, each
Lessee hereby collaterally assigns to Mobile Leasing Solutions for the benefit of Series 1, and grants to Mobile Leasing Solutions for
the benefit of Series 1 a security interest, in, all of such Lessee’s right, title and interest in, to and under all of the following personal
property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Lessee, and regardless of where
located, in each case, solely to the extent relating to the Devices and the Customer Leases (all of which will be collectively referred
to as the “ Lessee Collateral ”), including:
(1) all Accounts;
(2) all Chattel Paper;
(3) all Documents;
(4) all Deposit Accounts (including the Servicer Collection Accounts);
(5) all Commercial Tort Claims (now or hereafter arising);
(6) all Customer Leases;
(7) the Transfer Agreements; and
(8) all accessions to, substitutions for and replacements, proceeds, insurance proceeds and products of the
foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer
materials and records related thereto.
SECTION 9.2 Granting Clause to Collateral Agent. Additionally, (i) each Lessee hereby grants to Collateral Agent a
security interest, solely to the extent relating to the Devices and the Customer Leases, in all of such Lessee’s right, title and interest
in, to and under the Servicer Collection Accounts and all proceeds of the foregoing and (ii) the Lessee Representative hereby grants
to Collateral Agent a security interest in all of such Lessee Representative’s right, title and interest in, to and under the Lessee
Representative Account (Tranche 1) and all proceeds of the foregoing.
SECTION 9.3 UCC Financing Statements . Each Lessee authorizes Lessor to file, transmit, or communicate, as
applicable, from time to time, Uniform Commercial Code financing statements, along with amendments and modifications thereto,
in all filing offices reasonably selected by Lessor, listing the applicable Lessee as the debtor and Mobile Leasing Solutions for the
benefit of Series 1 as the secured party, and describing the collateral covered thereby in such manner as Lessor may elect, in each
case without such Lessee’s signature. Each Lessee also hereby ratifies its authorization for Lessor to have filed in any filing office
any financing statements filed prior to the date hereof.
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