Sprint - Nextel 2015 Annual Report Download - page 203

“ Related Lessee ” means, with respect to any Originator, the Lessee identified as such on Annex 2 .
“ Related Originator ” means, with respect to any Lessee, the Originator identified as such on Annex 2 .
“ SEC ” means the Securities and Exchange Commission.
“ Servicer ” shall have the meaning provided in the preamble of this Agreement.
SECTION 1.2 Other Interpretive Matters . The interpretation of this Agreement, unless otherwise specified, is
subject to Section 1.2 of the Master Lease Agreement.
ARTICLE II
TRANSFER AND CONTRIBUTION
SECTION 2.1. Transfer and Contribution . Upon the terms and subject to the conditions set forth in this Agreement, on
the Lease Closing Date, each Originator, severally and for itself, hereby absolutely assigns by way of capital contribution to its
Related Lessee, and each Lessee hereby accepts such capital contribution and acquires from its Related Originator, all of such
Related Originator’s right, title and interest in, to and under the Lease Closing Date Devices identified opposite such Originator’s
name on Schedule I (Lease Closing Date Devices) hereto and the Related Customer Leases, including, without limitation, all
Customer Receivables in connection with such Related Customer Leases, all rights to discontinue the leasing program for such
Lease Closing Date Devices under the Related Customer Leases and all servicing rights with respect to such Lease Closing Date
Devices and such Related Customer Leases. All Customer Receivables under the Customer Leases attributable to any date prior to
the Lease Closing Date shall not be transferred and shall remain the property of the Related Originator.
SECTION 2.2 Assignment and Assumption of Related Customer Lease Obligations . For the purposes of this Agreement,
(x) all contributions of contractual and other rights of Originators in connection with Devices and Customer Leases shall be deemed
to be absolute and irrevocable assignments thereof and (y) all acquisitions of contractual obligations by Lessees shall be deemed to
be assumptions thereof. Subject to the Lessees’ rights of further assignment under the Transaction Documents, from and after the
Lease Closing Date (i) the Related Lessees shall have assumed the rights and obligations of the Originators under the relevant
Related Customer Leases as lessors thereunder and (ii) each Originator shall relinquish its rights (including the right to discontinue
the leasing program for the relevant Devices) and be released from its obligations under the relevant Related Customer Leases.
SECTION 2.3 Distributions . Simultaneously with the absolute and irrevocable assignment by each Originator to its
Related Lessee of its right, title and interest in each Lease Closing Date Device and Related Customer Lease, each Lessee agrees to
distribute to its Related Originator an amount equal to the Related Distribution Amount. Thereafter, the Lessees agree to distribute to
their Related Originators additional amounts of cash proceeds received in
3