Sprint - Nextel 2015 Annual Report Download - page 284

SECTION 9.4 No Assumption of Liability . The Lien on Lessee Collateral granted hereunder is given as security only
and shall not subject Lessor to, or in any way modify, any obligation or liability of Lessees relating to any Lessee Collateral.
SECTION 9.5 Further Assurances . Promptly upon request, but not later than three Business Days thereafter, each
Lessee shall deliver such instruments, assignments, or other documents or agreements, and shall take such actions, as Lessor
reasonably deems appropriate under applicable Law to evidence or perfect its Lien on any Lessee Collateral, or otherwise to give
effect to the intent of this Agreement.
SECTION 9.6 Power of Attorney . In addition to all of the powers granted to Lessor in this Article IX, each Lessee
hereby appoints and constitutes Lessor as such Lessee’s attorney-in-fact to sign such Lessee’s name on any documents, instruments
and other items consistent with the terms of this Agreement and the other Sprint Transaction Documents which Lessor may deem
necessary or advisable to accomplish the purposes hereof (but Lessor shall not be obligated to and shall have no liability to any
Lessee or any third party for failure to so do or take action), and, upon the occurrence and during the continuance of a Lease Event
of Default, (i) to convey any item of Lessee Collateral to any purchaser thereof and (ii) to make any payment or take any act
necessary or desirable to protect, collect or preserve any Lessee Collateral. Lessor’s authority hereunder shall include, without
limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of
Lessee Collateral and to take any other actions arising from or incident to the powers granted to Lessor under this Agreement. This
power of attorney is coupled with an interest and is irrevocable.
ARTICLE X
TAXES
SECTION 10.1 Consistency of Treatment. Lessor, Servicer, and Lessees acknowledge and agree, for all U.S. federal, state
and local income tax purposes, the parties intend (i) to treat the Cash Purchase Price under the Second Step Transfer Agreement at
closing as amounts loaned by Lessor for which the Devices provide security, and to treat the Rental Payments payable to Lessor
under the Device Leases created by this Agreement and each Device Lease Schedule as payments on such indebtedness owed to the
Lessor, and (ii) not to treat such Device Leases as "true leases" or treat the Lessor as the owner of the Devices. The Lessor, Servicer,
and Lessees agree not to take any position on any federal, state or local income tax return or filing that is inconsistent with the
previous sentence unless, after the Lease Closing Date, a Change in Law occurs and, as confirmed by an Opinion of Counsel and
after consultation in good faith with Lessor, Servicer and Lessees and their respective tax advisors, there is no substantial authority,
within the meaning of Section 6662 of the Code, for such treatment, or there is a Final Determination of such treatment.
SECTION 10.2 Taxes . The Lessees will be responsible for Taxes with respect to the Device Leases as provided in the Tax
Services Agreement.
SECTION 10.3 Payments . All payments made, or deemed made, pursuant to this Agreement shall be made free and clear
of, and without deduction for, any Taxes except to the
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