Sprint - Nextel 2015 Annual Report Download - page 265

SECTION 2.2 Deemed Delivery
(a) Upon the relevant Lessee and Lessor agreeing to a Device Lease on the Lease Closing Date, Lessor shall be deemed to
have delivered the relevant Device under such Device Lease to the relevant Lessee and the relevant Lessee will be deemed to have
accepted such Device.
(b) Each Lessee accepts the leasing of the Devices by it and receives the Devices on an “as-is where-is” basis.
SECTION 2.3 Ownership of the Devices
(a) Ownership . At all times during the Term of each Device Lease, full legal title to the Device subject to such Device
Lease will remain vested in Lessor to the exclusion of Lessees, notwithstanding the possession and use thereof by Lessees or any
Customers. Lessees and Servicer each agree that at all times during the Term of each Device Lease for each Device, it shall not (i)
imply or represent that any Person other than Lessor owns the Devices, (ii) sell or dispose of or directly or indirectly attempt to sell
or dispose of the Devices in any way other than to a Customer pursuant to a Customer Lease, (iii) part with possession of the
Devices without the prior written consent of Lessor other than pursuant to Section 2.4 (Subleasing) or as otherwise contemplated
herein, or (iv) place on the Devices any plates, stickers or marks that are inconsistent with the ownership of the Devices by Lessor.
For the avoidance of doubt, and without limiting the obligations of Servicer under the Servicing Agreement, Lessees shall have no
obligation with respect to a Customer’s use or stewardship of a Device.
(b) Liens . At all times during the Term of each Device Lease, Lessees and Servicer shall not directly or indirectly give or
allow another Person to give any interest in or Lien over the Device subject to such Device Lease or over such Device Lease, other
than Permitted Device Liens. Lessees shall promptly, at their own cost and expense, take such action as may be necessary to duly
discharge or eliminate any such Liens (other than Permitted Device Liens) upon obtaining Knowledge thereof.
SECTION 2.4 Subleasing
(a) Lessor acknowledges that the relevant Lessee is subleasing each Device subject to a Device Lease to a Customer. The
relevant Lessee agrees to ensure that:
(i) at such time that a Customer Lease is in effect, the Customer is legally and contractually bound by the
terms of such Customer Lease with respect to a relevant Device;
(ii) no Customer Lease prevents such Lessee from complying with its obligations under a Device Lease to
which it is a party or any other Transaction Document to which it is a party;
(iii) neither such Lessee, nor any Customer Lease, shall directly or indirectly give any impression or
confirmation or otherwise provide that the relevant Customer shall be or may become the legal and beneficial owner of any
Device at any time other
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