Sprint - Nextel 2015 Annual Report Download - page 262

AMENDED AND RESTATED MASTER LEASE AGREEMENT (TRANCHE 1)
This AMENDED AND RESTATED MASTER LEASE AGREEMENT (TRANCHE 1), dated as of April 28, 2016 and
effective as of the Amendment Closing Date, (this “ Agreement ”) is among MOBILE LEASING SOLUTIONS, LLC, a Delaware
limited liability company, acting for itself and on behalf of Series 1 thereof (“ Lessor ”), THE PERSONS IDENTIFIED ON THE
SIGNATURE PAGES HERETO AS LESSEES (collectively, “ Lessees ” and, each, a “ Lessee ”), Sprint Spectrum L.P. , a
Delaware limited partnership (“ Sprint Spectrum ” or “ Servicer ”), and Mizuho Bank, Ltd. , as collateral agent for the Finance
Parties (“ Collateral Agent ”).
WITNESSETH:
WHEREAS, Mobile Leasing Solutions, Lessees, Sprint Spectrum and Collateral Agent are parties to that certain Master
Lease Agreement dated as of November 19, 2015 and effective as of the Lease Closing Date (as amended, supplemented or
otherwise modified from time to time prior to the date hereof, the “Existing Master Lease Agreement”);
WHEREAS, on the date hereof, Mobile Leasing Solutions converted from a Delaware limited liability company to a
Delaware series limited liability company and the assets and liabilities relating to the Existing Master Lease Agreement were
designated as assets and liabilities attributable and/or allocated to Series 1 of Mobile Leasing Solutions;
WHEREAS, the parties hereto wish to amend and restate the Existing Master Lease Agreement in its entirety with this
Agreement for the purpose of establishing the new terms and conditions by which Lessor will lease Devices from time to time to the
relevant Lessee;
WHEREAS, the Devices and the Customer Lease-End Rights and Obligations under the Related Customer Leases will be
held in the name of Mobile Leasing Solutions on behalf of Series 1; and
WHEREAS, the leasing of the Devices shall be governed by the terms and conditions in this Agreement, as well as the terms
and conditions set forth in the relevant Device Lease Schedule and any related documentation.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this Agreement, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1 Defined Terms . Capitalized terms used and not otherwise defined in this Agreement are used as defined
in (or by reference in) Appendix A ( Definitions).
SECTION 1.2 Interpretation . For purposes of this Agreement and the other Sprint Transaction Documents, unless the
context otherwise requires:
1