Sprint - Nextel 2015 Annual Report Download - page 268

(iv) any set-off, counterclaim or other right any Lessee has or claims to have against Lessor or another Person; or
(v) Lessor’s title to or ability to grant rights to use software being defective for any reason, or the unavailability of
any required software to any Lessees or any Customer.
Notwithstanding any other provision of this Agreement or any Device Lease to the contrary, no Lessee shall be impaired in
the exercise of any right it may have to assert and sue upon any claim it may have against Lessor in a separate action.
SECTION 2.9 Termination of a Device Lease . The Device Lease with respect to a Device will be terminated upon the
occurrence of any of the following:
(a) Servicer Termination of the Customer Lease . Servicer may at its option, if requested by the relevant Lessee prior to the
Device Lease Expiration Date, terminate a Customer Lease with respect to a Device on the below terms and, upon such termination
of the relevant Customer Lease, the Device Lease with respect to such Device will be terminated:
(i) Return Device Satisfying the Device Return Condition but Customer has not paid all Customer Receivables . If
at any time during the Term of the Device Lease for such Device, (A) the relevant Customer returns such Device satisfying
the Device Return Condition but has not paid all amounts due and owing under the related Customer Lease, such Device is
delivered to Lessor (or its Nominated Agent) and (B) payment is made by the Servicer to Lessor of (1) all previously accrued
and unpaid Rental Payments, if any, plus (2) the Rental Payments that would have accrued under the Device Lease during the
remainder of the Scheduled Device Lease Term, if any.
(ii) Return Device Not Satisfying the Device Return Condition. If the relevant Customer returns such Device not
satisfying the Device Return Condition, (A) such Device is delivered to Lessor (or its Nominated Agent) and (B) payment is
made by the Servicer to Lessor of the sum of (1) all previously accrued and unpaid Rental Payments, if any, plus (2) the
Rental Payments that would have accrued under the Device Lease during the remainder of the Scheduled Device Lease
Term, if any, plus (3) the Device Residual Value for such Device as of the Expected Sales Date.
(iii) Non-Returned Device. If the Customer has not returned such Device (other than as a result of an exercise by
the Customer of its purchase option or by making a payment in lieu of delivery of the Device), payment is made by the
Servicer to Lessor of the sum of (1) all previously accrued and unpaid Rental Payments, if any, plus (2) the Rental Payments
that would have accrued during the remainder of the Scheduled Device Lease Term, if any, plus (3) the Device Residual
Value for such Device as of the Expected Sales Date.
(b) Termination of the Customer Lease By Customer Performance . If the Customer Lease terminates in accordance with
its terms under the following scenarios:
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