Sprint - Nextel 2015 Annual Report Download - page 249

formation, or incur, assume, guarantee or otherwise become directly or indirectly liable for or in respect of any obligation
other than (i) such Lessee’s liability for obligations under the Transaction Documents and any Lessee Permitted Additional
Tranche Transaction Document to which it is a party, (ii) as otherwise expressly permitted or contemplated by the
Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document to which it is a party and (iii)
ordinary course operating expenses;
(ii) no Lessee shall sell, pledge or dispose of any of its assets, except as permitted by, or as provided in, the
Transaction Documents or any Lessee Permitted Additional Tranche Transaction Document to which it is a party;
(iii) no Lessee shall purchase any asset (or make any investment, by share purchase, loan or otherwise) except
as specifically permitted by, or as provided in, the Transaction Documents or any Lessee Permitted Additional Tranche
Transaction Document to which it is a party;
(iv) no Lessee shall make any payment, directly or indirectly, to, or for the account or benefit of, any owner of
any security interest or equity interest in such Lessee or any Affiliate of any such owner (except, in each case, as expressly
permitted by, or as provided in, the Transaction Documents or any Lessee Permitted Additional Tranche Transaction
Document to which it is a party);
(v) no Lessee shall make, declare or otherwise commence or become obligated in respect of, any dividend,
stock or other security redemption or purchase from, or any distribution or other payment to, or for the account or benefit of,
any owner of any equity interest in such Lessee or any Affiliate of any such owner other than from funds received by it under
Transaction Documents or Lessee Permitted Additional Tranche Transaction Documents to which it is a party and so long as,
in any case, the result would not directly or indirectly cause such Lessee to be considered insolvent;
(vi) No Lessee shall have any employees; and
(vii) Each Lessee will provide for not less than ten (10) Business Days’ prior written notice to the Buyer of
any removal, replacement or appointment of any director that is currently serving or is proposed to be appointed as an
Independent Director of such Lessee, such notice to include the identity of the proposed replacement Independent Director,
together with a certification that such replacement satisfies the requirements for an Independent Director set forth in this
Agreement and the memorandum and articles of association of such Lessee.
ARTICLE VII
INVESTMENT COMPANY ACT PROVISIONS
SECTION 7.1 Representations and Agreements of the Lessees . Each Lessee makes the representations and
warranties in Section 7.1(a), (c), (d), (e) and (f) to the Buyer as of the Lease Closing Date and as of the Amendment Closing
Date and makes the agreements in Section 7.1(b) and (f) from the Lease Closing Date to the Final Settlement Date.
25