Common use of Compliance and Separateness Clause in Contracts

Compliance and Separateness. (i) During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Related Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby. (ii) Except as otherwise provided in the Related Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall: (1) maintain books and records separate from any other person or entity; (2) maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions; (3) ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs; (4) conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities; (5) ensure that its board of directors shall at all times include at least one Independent Director; (6) not commingle its assets with those of any other person or entity; (7) conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the Member (but which may be located in the same facility as and leased from the Member) at which will be maintained its own separate limited liability company books and records; (8) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (9) observe all formalities required under the Delaware Limited Liability Company Act; (10) not guarantee or become obligated for the debts of any other person or entity; (11) ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor; (12) not hold out its credit as being available to satisfy the obligation of any other person or entity; (13) not acquire the obligations or securities of its Affiliates; (14) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (15) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (16) hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates; (17) correct any known misunderstanding regarding its separate identity; (18) ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor; (19) other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds; (20) not identify itself as a division of any other person or entity; (21) conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties; (22) not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Related Documents; and (23) comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Related Documents. (iii) During the term of this Agreement, the Transferor will comply with the limitations on its business and activities, as set forth in its certificate of formation, and will not incur indebtedness other than pursuant to or as expressly permitted by herein or in one of the other Related Documents.

Compliance and Separateness. (i) During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Related Transaction Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby. (ii) Except as otherwise provided in the Related Transaction Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall: (1) maintain books and records separate from any other person or entity; (2) maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions; (3) ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs; (4) conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities; (5) ensure that its board of directors shall at all times include at least one Independent Director; (6) not commingle its assets with those of any other person or entity; (7) conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the Member member (but which may be located in the same facility as and leased from the Membermember) at which will be maintained its own separate limited liability company books and records; (8) other than as contemplated herein, in the Sale Receivables Purchase Agreement or in one of the Related Transaction Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (9) observe all formalities required under the Delaware Limited Liability Company Act; (10) not guarantee or become obligated for the debts of any other person or entity; (11) ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor; (12) not hold out its credit as being available to satisfy the obligation of any other person or entity; (13) not acquire the obligations or securities of its Affiliates; (14) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (15) other than as contemplated herein, in the Sale Receivables Purchase Agreement or in one of the Related Transaction Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (16) hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates; (17) correct any known misunderstanding regarding its separate identity; (18) ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor; (19) other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds; (20) not identify itself as a division of any other person or entity; (21) conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties; (22) not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Related Transaction Documents; and (23) comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Related Transaction Documents. (iii) During the term of this Agreement, the Transferor will comply with the limitations on its business and activities, as set forth in its certificate of formation, and will not incur indebtedness other than pursuant to or as expressly permitted by herein or in one of the other Related Documents.

Compliance and Separateness. (i) During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Related Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby. (ii) Except as otherwise provided in the Related Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall: (1) maintain books and records separate from any other person or entity; (2) maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions; (3) ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs; (4) conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities; (5) ensure that its board of directors shall at all times include at least one Independent Director; (6) not commingle its assets with those of any other person or entity; (7) conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the Member (but which may be located in the same facility as and leased from the Member) at which will be maintained its own separate limited liability company books and records; (8) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (9) observe all formalities required under the Delaware Limited Liability Company Act; (10) not guarantee or become obligated for the debts of any other person or entity; (11) ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor; (12) not hold out its credit as being available to satisfy the obligation of any other person or entity; (13) not acquire the obligations or securities of its Affiliates; (14) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (15) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (16) hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates; (17) correct any known misunderstanding regarding its separate identity; (18) ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor; (19) other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds; (20) not identify itself as a division of any other person or entity; (21) conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties; (22) not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Related Documents; and (23) comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Related Documents. (iii) During the term of this Agreement, the Transferor will comply with the limitations on its business and activities, as set forth in its certificate of formation, and will not incur indebtedness other than pursuant to or as expressly permitted by herein or in one of the other Related Documents.

Compliance and Separateness. (i) During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will 736942168 19632398738387080 obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Related Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby. (ii) Except as otherwise provided in the Related Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall: (1) maintain books and records separate from any other person or entity; (2) maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions; (3) ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs; (4) conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities; (5) ensure that its board of directors shall at all times include at least one Independent Director; (6) not commingle its assets with those of any other person or entity; (7) conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the Member (but which may be located in the same facility as and leased from the Member) at which will be maintained its own separate limited liability company books and records;; 736942168 19632398738387080 (8) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (9) observe all formalities required under the Delaware Limited Liability Company Act; (10) not guarantee or become obligated for the debts of any other person or entity; (11) ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor; (12) not hold out its credit as being available to satisfy the obligation of any other person or entity; (13) not acquire the obligations or securities of its Affiliates; (14) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (15) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (16) hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates; (17) correct any known misunderstanding regarding its separate identity; (18) ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor; (19) other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds; (20) not identify itself as a division of any other person or entity; (21) conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties;; 736942168 19632398738387080 (22) not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Related Documents; and (23) comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Related Documents. (iii) During the term of this Agreement, the Transferor will comply with the limitations on its business and activities, as set forth in its certificate of formation, and will not incur indebtedness other than pursuant to or as expressly permitted by herein or in one of the other Related Documents.

Compliance and Separateness. (i) During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Related Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby. (ii) Except as otherwise provided in the Related Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall: (1) maintain books and records separate from any other person or entity; (2) maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions; ; (3) ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service -91- 00000000 T-Mobile (EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398 providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs; ; (4) conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities; ; (5) ensure that its board of directors shall at all times include at least one Independent Director; ; (6) not commingle its assets with those of any other person or entity; ; (7) conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the Member (but which may be located in the same facility as and leased from the Member) at which will be maintained its own separate limited liability company books and records; ; (8) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, pay its own liabilities and expenses only out of its own funds; ; (9) observe all formalities required under the Delaware Limited Liability Company Act; ; (10) not guarantee or become obligated for the debts of any other person or entity; ; (11) ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor; ; (12) not hold out its credit as being available to satisfy the obligation of any other person or entity; ; -92- 00000000 T-Mobile (13EIP) not acquire the obligations or securities of its Affiliates; (14) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (15) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (16) hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates; (17) correct any known misunderstanding regarding its separate identity; (18) ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor; (19) other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds; (20) not identify itself as a division of any other person or entity; (21) conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties; (22) not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Related Documents; and (23) comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Related Documents. (iii) During the term of this Agreement, the Transferor will comply with the limitations on its business and activities, as set forth in its certificate of formation, and will not incur indebtedness other than pursuant to or as expressly permitted by herein or in one of the other Related Documents.Third A&R RPAA NJ 231109207v1 736153181 19632398

Compliance and Separateness. (i) During the term of this Agreement, the Transferor will, subject to the terms of this Agreement, keep in full force and effect its existence, rights and franchises T-Mobile (EIP) Third A&R RPAA as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the other Related Documents to which it is a party, and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated thereby. (ii) Except as otherwise provided in the Related Documents, during the term of this Agreement the Transferor will observe the following applicable legal requirements for the recognition of the Transferor as a legal entity separate and apart from its Affiliates, and the Transferor shall: (1) maintain books and records separate from any other person or entity; (2) maintain its own deposit, securities and other account or accounts, separate from any other person or entity, with financial institutions; (3) ensure that, to the extent that it jointly contracts with any of its members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs; (4) conduct its affairs strictly in accordance with its limited liability company agreement and observe all necessary, appropriate and customary company formalities; (5) ensure that its board of directors shall at all times include at least one Independent Director; (6) not commingle its assets with those of any other person or entity;; T-Mobile (EIP) Third A&R RPAA (7) conduct its business (i) in its own name and not that of an Affiliate, and (ii) to the extent it maintains office space, from an office separate from that of the Member (but which may be located in the same facility as and leased from the Member) at which will be maintained its own separate limited liability company books and records; (8) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, pay its own liabilities and expenses only out of its own funds; (9) observe all formalities required under the Delaware Limited Liability Company Act; (10) not guarantee or become obligated for the debts of any other person or entity; (11) ensure that no Affiliate of the Transferor shall advance funds to the Transferor, and no Affiliate of the Transferor will otherwise guaranty debts of the Transferor; (12) not hold out its credit as being available to satisfy the obligation of any other person or entity; (13) not acquire the obligations or securities of its Affiliates; (14) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity; (15) other than as contemplated herein, in the Sale Agreement or in one of the Related Documents and related documentation, not pledge its assets for the benefit of any other person or entity; (16) hold itself out as a separate entity from its Affiliates and not conduct any business in the name of any of its Affiliates;; T-Mobile (EIP) Third A&R RPAA (17) correct any known misunderstanding regarding its separate identity; (18) ensure that decisions with respect to its business and daily operations shall be independently made by the Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of the Transferor; (19) other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds; (20) not identify itself as a division of any other person or entity; (21) conduct business with its Affiliates on an arm’s-length basis on terms no more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties; (22) not engage in any business or activity of any kind, or enter into any transaction, indenture, mortgage, instrument, agreement, contract, lease or other undertaking which is not directly related to the transactions contemplated and authorized by this Agreement or the other Related Documents; and (23) comply with the limitations on its business and activities as set forth in its certificate of formation and shall not incur indebtedness other than pursuant to or as expressly permitted by the Related Documents. (iii) During the term of this Agreement, the Transferor will comply with the limitations on its business and activities, as set forth in its certificate of formation, and will not incur indebtedness other than pursuant to or as expressly permitted by herein or in one of the other Related Documents.