Sprint - Nextel 2015 Annual Report Download - page 271

the Expected Sales Date on the basis that such Device is a Grade B Device, no later than the earlier of (1) the Final Settlement Date
and (2) 5 Business Days after Lessee having Knowledge of such failure to return unless Servicer has already paid such amount.
SECTION 2.12 Non-Return Remedies
If a Customer (other than a Protected Customer) is in breach of a payment or a delivery obligation under its Customer Lease
which has not been remedied by the Customer, Servicer, any Lessee or any other Person (other than the Guarantor) by the Non-
Return Remedies Commencement Date:
(a) Servicer shall use commercially reasonable efforts to collect, without incurring any obligation to the extent that
(notwithstanding its commercially reasonable efforts) it does not collect, the Customer’s payment under the Customer Lease (and all
further payments made by the Customer thereunder, including the Customer’s payment for or in respect of the Device) and shall
remit any such Customer payments it does collect (i) to the extent such amount has not been previously remitted to Lessor as a
regularly scheduled Rental Payment or another payment due and owing to Lessor under this Agreement, to Lessor and (ii) otherwise
to the relevant Lessee; and
(b) neither Servicer nor any other Sprint Party will provide any new or incremental device, accessory, network service (or
other asset or service) which it is not already providing (or already obligated to provide, or will be obligated to provide with the
passage of time and/or a payment or performance by Customer which Servicer or other Sprint Party is obligated to accept) as of the
date of such breach under contract (including pursuant to applicable terms and conditions) to such Customer (by sale, lease or
otherwise) until such breach is remedied (the “ Non-Return Remedies ”),
provided that paragraphs (a) and (b) above shall not apply if Servicer terminates the Customer Lease in accordance with
Section 2.7 ( RighttoTerminateCustomerLeases) of the Servicing Agreement.
SECTION 2.13 Like-Kind Exchanges . If at any time during the Term of a Device Lease, the Servicer performs a Like-
Kind Exchange, the Like-Kind Exchange Device shall be automatically substituted for the original Device and such Like-Kind
Exchange Device shall be subject to the relevant Device Lease to the same extent and on the same terms as the original Device,
including the Rental Payments, which shall be the same as the Rental Payments that would otherwise have been due with respect to
the original Device. Lessor agrees that, upon consummation of the Like-Kind Exchange, title to the original Device free and clear of
all Liens by and through Lessor shall pass automatically from Lessor to Lessee on an as-is basis without any warranty whatsoever
from Lessor.
SECTION 2.14 Updates to Devices Subject to Device Leases and Data File . The Devices subject to the relevant Device
Lease shall be deemed to be automatically amended without further action upon a Like-Kind-Exchange or the termination of any
Device Lease with respect to any Device. Upon the request of any Lessee or Lessor, Servicer shall provide a status report reflecting
the Devices then leased pursuant to any Device Lease. Upon the request of
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