Sprint - Nextel 2015 Annual Report Download - page 246

instruments or notices, and take such other actions, as may be necessary or appropriate to perfect and protect any Liens
granted by the Buyer to the Lessees.
ARTICLE VI
CORPORATE SEPARATENESS
SECTION 6.1 Corporate Separateness . Each Lessee hereby acknowledges that the Buyer is entering into the
transactions contemplated by this Agreement and the other Transaction Documents in reliance upon each Lessee’s identity as a legal
entity separate from Guarantor, the Servicer, the Originators and their respective Affiliates. In addition to and consistent with the
other covenants set forth herein, each Lessee shall take such actions as shall be required in order that:
(a) Special Purpose Entity . Each Lessee will be a special purpose limited liability company whose primary activities are
restricted in its memorandum and articles of association to: (i) acquiring, owning, holding or selling interests in (x) the
Devices and Related Customer Leases in accordance with the Transaction Documents and (y) any wireless mobile devices
and related customer leases in accordance with any Lessee Permitted Additional Tranche Transaction Documents, (ii)
granting security interests in (x) the Devices, the Related Customer Leases and any of its other assets in respect of which a
security interest is required to be granted by it under the Transaction Documents and (y) any wireless mobile devices, related
customer leases and any of its other assets in respect of which a security interest is required to be granted by it under any
Lessee Permitted Additional Tranche Transaction Documents, (iii) entering into and exercising its rights and performing its
obligations under (x) the Related Customer Leases and the other Transaction Documents and (y) any customer lease subject
to a Lessee Permitted Additional Tranche to which it is a party and any other Lessee Permitted Additional Tranche
Transaction Document to which it is a party, (iv) acting as (x) lessor under Related Customer Leases and any other customer
leases subject to any Lessee Permitted Additional Tranche to which it is a party and (y) lessee under the Device Leases and
any other device leases subject to any Lessee Permitted Additional Tranche to which it is a party, (v) receiving amounts due
to it under the Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document and declaring
and paying dividends and distributions to its Related Originator from such amounts, (vi) paying amounts due by it under the
Transaction Documents and any Lessee Permitted Additional Tranche Transaction Document and (vii) conducting such other
activities as it deems necessary or appropriate to carry out the primary activities described above or as otherwise
contemplated by the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document.
(b) Commingling . Except as otherwise expressly permitted by the Originator Intercreditor Agreement, no Lessee shall
commingle any of its assets or funds with those of any of its Affiliates (other than any other Lessee);
(c) Independent Director . At least one member of each Lessee’s board of directors shall be an Independent Director and
the memorandum and articles of association of such
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