Sprint - Nextel 2015 Annual Report Download - page 235

shall be deemed to be assumptions thereof. From and after the Lease Closing Date (i) the Buyer shall have assumed the Customer
Lease-End Rights and Obligations under the Related Customer Leases and (ii) each Lessee shall have relinquished its rights and be
released from its obligations under the Customer Lease-End Rights and Obligations under the Related Customer Leases. For the
avoidance of doubt, from and after the Lease Closing Date until the Term of a Device Lease for such Device has terminated or
expired, the relevant Lessee shall be the lessor of record of the Device under the Related Customer Lease and own the right to
receive all scheduled Customer Receivables in connection with such Related Customer Lease. Furthermore, for the avoidance of
doubt, except for the obligations assigned to the Buyer herein, nothing herein shall relieve the relevant Lessee (or the Servicer on its
behalf) from performing its obligations under the relevant Customer Leases.
SECTION 2.3 Purchase Price . The purchase price for the Lease Closing Date Devices and the Customer Lease-End
Rights and Obligations under the Related Customer Leases sold by each Lessee to the Buyer on the Lease Closing Date (each, a “
Related Purchase Price ” and, in the aggregate, the “ Purchase Price ”) shall be payable by the Buyer as follows:
(a) first, on the Lease Closing Date, the Buyer shall pay to the Lessee Representative, on behalf of the Lessees, a
portion of the Related Purchase Price in cash (in immediately available funds) in the amount set forth on Schedule III under
the heading “Cash Purchase Price” (the “ Cash Purchase Price ”);
(b) second, a portion of such Related Purchase Price in the amount set forth on Schedule III under the heading
“Deferred Purchase Price” shall be deferred (the “ Deferred Purchase Price ”) and paid to the Lessee Representative, on
behalf of the Lessees, in accordance with Section 3.1; and
(c) third, the remaining portion of such Related Purchase Price shall be deferred and paid to the Lessee
Representative, on behalf of the Lessees, on the Final Settlement Date in accordance with Section 3.2 as the Contingent
Purchase Price.
SECTION 2.4 Reserved .
SECTION 2.5 No Recourse . Except as specifically provided in this Agreement, the purchase and sale of the Devices
and the Customer Lease-End Rights and Obligations under this Agreement shall be without recourse to any Lessee.
SECTION 2.6 Intention of the Parties. It is the express intent of each of the parties hereto that each purchase and sale
hereunder shall (except for U.S. federal, state and local income tax purposes) each severally constitute a true sale and absolute
assignment of the Devices and the Customer Lease-End Rights and Obligations by each Lessee to the Buyer (such that the Devices
and the Customer Lease-End Rights and Obligations, other than those, if any, subsequently repurchased by the Lessees pursuant to
the terms of the Transaction Documents or exchanged pursuant to a Like-Kind Exchange, would not be property of any Lessee’s
estate in any Insolvency Event relating to any Lessee). As a protective measure in the event that, notwithstanding the foregoing, the
conveyance of the Devices and the Customer Lease-End Rights and Obligations to the Buyer is recharacterized by any third party as
a pledge securing a
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