Sprint - Nextel 2015 Annual Report Download - page 270

(including any rights of the relevant Lessee therein which such Lessee agrees to automatically and concurrently release) by and
through Lessor.
SECTION 2.11 Returned Devices
(a) Returned Devices . At all times during the Term of each Device Lease, Lessees covenant and agree to return or cause
the return of each Device (including each Device exchanged for a Like-Kind Exchange Device) to the Device Return Address of
Lessor (or its Nominated Agent) within the Required Return Period to the extent it has received such Device from the relevant
Customer. For the avoidance of doubt, Lessees’ obligation under this Section 2.11 ( ReturnedDevices) is not in any way conditional
upon returned Devices satisfying the Device Return Condition.
(b) Procedure for Returned Devices . Upon the return of a Device by the relevant Customer during the Term, the relevant
Lessee will or will cause Servicer to:
(i) at Lessor’s expense (which includes all transport, insurance and related costs within its jurisdiction), ship such
Device within the Required Return Period to the Device Return Address of Lessor (or its Nominated Agent);
(ii) ensure that such Device is packed in a manner normally used for the transportation of similar Devices;
(iii) use commercially reasonable efforts to procure that the Device contains no network block, barring or password
protection and in particular, Lessee shall ensure that the Devices will be unlocked by Servicer for use on any wireless
network;
(iv) use commercially reasonable efforts to procure that the Customer disables the “Find My iPhone” feature at the
time of the Customer’s return of such Device and, if the Customer does not disable the “Find my iPhone” feature, carry out
the Non-Return Remedies in respect of that Customer (other than a Protected Customer) and such Device shall be treated as
a Non-Returned Device for the purposes of this Transaction;
(v) provide the PUK for each Device to Lessor; and
(vi) pay, or reimburse the Lessor for, any shipping costs and expenses incurred pursuant to Section 2.11(b)(i) (
ProcedureforReturnedDevices) above within 5 Business Days of shipping such Devices.
(c) Lessee Failure to Return . If any Lessee (or its Nominated Agent) fails to return to Lessor (or its Nominated Agent) by
the earlier of (x) the Final Settlement Date and (y) the later of the end of the applicable Required Return Period and the applicable
Device Lease Expiration Date, any Device returned to any Sprint Party by a Customer, the relevant Lessee shall pay to Lessor the
sum of (i) if such Device is not returned as a result of any Sprint Party’s willful misconduct or gross negligence, an amount equal to
the Originator Device Fee (as defined in the Device Repurchase Agreement) and (ii) the higher of (A) the Device Residual Value for
such Device as of the Expected Sales Date, or (B) the Secondary Market Value for such Device as of
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