Sprint - Nextel 2015 Annual Report Download - page 243

established and is maintained in accordance with GAAP or (z) where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.
(h) Mergers, Sales, Etc . Not consolidate or merge with or into any other Person or sell, lease or transfer all or substantially
any portion of its property and assets, or agree to do any of the foregoing, unless (i) the Buyer shall have received 30 days’
prior notice thereof, (ii) no Lease Event of Default or Lease Default has occurred and is continuing or would result
immediately after giving effect thereto, (iii) the Buyer shall have consented in writing thereto, if the resulting entity following
such merger, consolidation or other restructuring is any Person other than a Lessee, (iv) Guarantor reaffirms in a writing, in
form and substance reasonably satisfactory to the Buyer, that its obligations under the Sprint Guarantee and the Performance
Support Agreement shall apply to the surviving entity and (v) the Buyer receives such additional certifications and opinions
of counsel as it shall reasonably request.
(i) Change in Organization, Etc . Not change its jurisdiction of organization or incorporation or its name, identity or
corporate organization structure or make any other change such that (i) any financing statement filed or other action taken to
perfect the Buyer’s interests hereunder would become seriously misleading or would otherwise be rendered ineffective unless
such Lessee shall have given the Buyer and the Collateral Agent not less than 30 days’ prior written notice of such change or
(ii) it would no longer be a special purpose entity or would result in a violation of its corporate separateness covenants in
Section 6.1.
SECTION 5.3 Additional Covenants of the Buyer . At all times from the Lease Closing Date to the Final Settlement
Date, the Buyer shall:
(a) Notices . Promptly (but in any event within three (3) Business Day after obtaining Knowledge thereof) notify the
Lessee Representative of the existence of any Default or Event of Default (or the equivalent thereof) under and as defined in
the applicable Financing Documents describing with particularity the nature of such event.
(b) Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity
with tax-based accounting consistently applied will be made of all financial transactions and matters involving the assets and
business of the Buyer.
(c) Inspection Rights . Permit representatives and independent contractors of the Lessees, at their own expense, to visit and
inspect any of its offices, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its officers having direct knowledge or responsibility of the
subject matter in order to confirm the Buyer’s performance of its obligations under this Agreement, provided, however, that
such visits, inspections or examinations will be made at a reasonable time during normal business hours with due regard for,
and minimal disruption of, the business of the Buyer, and will not (a) occur more frequently than once in any 12-month
period and (b) be made without
19