Sprint - Nextel 2015 Annual Report Download - page 236

loan, each Lessee does hereby grant to Mobile Leasing Solutions for the benefit of Series 1 as of, (x) in the case of the Lease Closing
Date Devices and Customer Lease-End Rights and Obligations in respect of the Related Customer Leases, the Lease Closing Date
and (y) in the case of each Like-Kind Exchange Device, the Like-Kind Exchange Transfer Date for such Like-Kind Exchange
Device, a security interest in all of such Lessee’s now or hereafter existing right, title and interest in, to and under the Devices and
the Customer Lease-End Rights and Obligations and agrees that this Agreement shall constitute a security agreement under
applicable law. Each Lessee hereby authorizes the Buyer, or its respective designees (i) to file one or more financing or continuation
statements, and amendments thereto and assignments thereof, relative to all or any of the Devices and the Customer Lease-End
Rights and Obligations now existing or hereafter arising in the name of such Lessee and (ii) to the extent permitted by Law and the
Servicing Agreement, to notify Customers of the assignment of the Devices and related Customer Lease-End Rights and Obligations
pursuant hereto.
SECTION 2.7 Like-Kind Exchanges . At any time that Servicer (on behalf of the Lessee) does a Like-Kind Exchange
under the relevant Customer Lease and as permitted under the Servicing Agreement, the Lessee shall be deemed to have sold to the
Buyer the Device subject to the Like-Kind Exchange (“ Like-Kind Exchange Device ”) on the Like-Kind Exchange Transfer Date
for such Like-Kind Exchange Device in exchange for the Related Purchase Price for such Device that was or would have been
payable in respect of the original Device, provided, however, the Contingent Purchase Price calculation for net disposal proceeds
shall be made using the net disposal proceeds relating to the Like-Kind Exchange Device and not the original Device. Any amount
payable by the Buyer in respect of the original Device shall instead be payable by the Buyer in respect of such Like-Kind Exchange
Device except the Contingent Purchase Price shall be adjusted as described above. Nothing in this Section 2.7 shall operate as to
require the Buyer to pay any additional amounts of Cash Purchase Price or Deferred Purchase Price on account of the Like-Kind
Exchange Device that would not otherwise have been payable by the Buyer under the Transaction Documents with respect to the
original Device. For the avoidance of doubt, at the time of any Like-Kind Exchange, any amounts of the Related Purchase Price
previously paid in respect of the original Device will be deemed to have been paid in respect of the Related Purchase Price of the
Like-Kind Exchange Device.
ARTICLE III
PAYMENT OF DEFERRED PURCHASE PRICE AMOUNT AND CONTINGENT
PURCHASE PRICE
SECTION 3.1 Deferred Purchase Price Amount . The Buyer shall pay the Lessee Representative, on behalf of the
Lessees, on any Settlement Date in accordance with the Waterfall, an aggregate amount (which shall not be less than zero) (the “
Deferred Purchase Price Amount ”) equal to (I)(a) the sum of (i) the aggregate Deferred Purchase Price plus (ii) the remainder of (x)
the aggregate amount of Deferred Purchase Price Interest accrued to such date minus (y) the aggregate amount of Deferred Purchase
Price Interest paid to the Lessees to such date minus (b) the sum of (i) the aggregate amount of Rent Payment Shortfalls to such date
without duplication of any amounts deducted from the calculation of Contingent Rent Purchase Price and Net Device Losses plus (ii)
the aggregate Net Device Losses to such date; minus (II) the aggregate amount paid to such date pursuant to clause (I).
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