Sprint - Nextel 2015 Annual Report Download - page 247

Lessee shall provide: (i) for the same definition of “Independent Director” as used herein, (ii) that such Lessee’s board of
directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to
such Lessee unless the Independent Director shall approve the taking of such action in writing before the taking of such
action and (iii) that the provisions required by clauses (i) and (ii) of this sentence cannot be amended (x) except in
accordance with this Agreement and (y) without the prior written consent of the Independent Director and the Buyer;
(d) Corporate Formalities . Each Lessee will strictly observe corporate formalities in its dealings with the Servicer, the
Originators and any Affiliates thereof (other than any other Lessee). Except as permitted under the Transaction Documents or
any Lessee Permitted Additional Tranche Transaction Document, the Lessees shall not maintain joint bank accounts or other
depository accounts to which the Servicer, the Originators and any Affiliates (other than any other Lessee) thereof has
independent access, other than the Servicer’s right to access such accounts in accordance with the Transaction Documents or
any Lessee Permitted Additional Tranche Transaction Document. Each Lessee shall procure that its Related Originator
maintain such Lessee’s memorandum and articles of association and other organizational documents in conformity with this
Agreement;
(e) Conduct of Business . Each Lessee shall conduct its affairs strictly in accordance with its organizational documents and
observe all necessary, appropriate and customary company formalities, including, but not limited to, holding all regular and
special members’ and board of directors’ (or managers’) meetings appropriate to authorize all corporate action, keeping
separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be
taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany
transaction accounts;
(f) No Other Business or Debt . No Lessee shall engage in any business or activity except as set forth in the Transaction
Documents to which it is a party or any Lessee Permitted Additional Tranche Transaction Document to which it is a party
nor incur any indebtedness or liability other than as expressly permitted by the Transaction Documents to which it is a party
or any Lessee Permitted Additional Tranche Transaction Document to which it is a party.
(g) Books and Records . Each Lessee’s books and records will be maintained separately from those of the Servicer, the
Originators and any of their Affiliates (other than any other Lessee) and in a manner such that it will not be difficult or costly
to segregate, ascertain or otherwise identify the assets and liabilities of such Lessee from the assets and liabilities of the
Servicer, the Originators and any of their Affiliates (other than any other Lessee);
(h) Operating Expenses . Each Lessee’s operating expenses will not be borne by the Servicer, any Originator or any of
their Affiliates (other than any other Lessee), except to the extent paid from capital contributions from its equity holders or as
expressly contemplated by the Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document.
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