Sprint - Nextel 2015 Annual Report Download - page 274

(ii) subject to Section 3.2(c) ( Remedies), in relation to the occurrence of any Lease Events of Defaults (other than
the Lease Event of Default under Section 3.1(d) ( LeaseEventsofDefault)) prior to the end of the Term, then Lessees must
pay the Device Lease Early Termination Amount for the relevant Devices to Lessor within 5 Business Days of receipt of an
invoice from Lessor. Upon payment of the Device Lease Early Termination Amount, title free and clear of all Liens by and
through Lessor to the relevant Devices (and all Customer Lease-End Rights and Obligations) shall hereby pass from Lessor
to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor and no further Rental Payments shall
be payable by the relevant Lessee in respect of such Devices and the Device Leases for such Devices shall terminate.
(c) Notwithstanding anything herein to the contrary, upon the occurrence and continuance of any Lease Event of Default
which does not satisfy the below criteria, the sole remedy shall be that Lessees pay the Present Value Device Lease Amount for the
relevant Devices within 5 Business Days of receipt of an invoice from Lessor:
(i) the default covenant provision is customary in financing arrangements;
(ii) the occurrence of the Lease Event of Default is objectively determinable (for example, subjective acceleration
clauses would not satisfy this condition);
(iii) predefined criteria, related solely to any Sprint Party and their operations, have been established for the
determination of the Lease Event of Default; and
(iv) it is reasonable to assume, based on the facts and circumstances that exist at Device Lease inception, that the
Lease Event of Default will not occur. In applying this condition, it is expected that any Person making such determination
would consider recent trends in Lessees’ operations.
Upon payment of the Present Value Device Lease Amount in accordance with this Section 3.2(c) ( Remedies), title free and
clear of all Liens by and through Lessor to the relevant Devices (and all Customer Lease-End Rights and Obligations) shall hereby
pass from Lessor to the relevant Lessee on an as-is basis without any warranty whatsoever from Lessor and no further Rental
Payments shall be payable by the relevant Lessee in respect of such Devices and the Device Leases for such Devices shall terminate.
ARTICLE IV
INDEMNITIES
SECTION 4.1 Indemnities
(a) Lessees hereby indemnify Lessor and the Series 1 Members (each a “ Lessee Indemnitee ”) and hold any Lessee
Indemnitee harmless from, any and all losses, claims, damages, liabilities, charges, Lessee Covered Taxes, penalties, levies and
related expenses (including the reasonable and documented fees and expenses of counsel for Lessor), including, on account of funds
borrowed, contracted for or used to fund any amount payable by a Lessee Indemnitee in connection with the purchase or the lease of
any Devices subject to a Device Lease
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