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B. Solvency. TowerCo shall not voluntarily take any action that would cause it to
<br />cease to be Solvent or to cause it to voluntarily dissolve or liquidate, shall not make a voluntary
<br />assignment for the benefit of creditors, shall not petition or apply to any tribunal for any receiver or
<br />trustee under state law, shall not commence any proceeding relating to itself under any state law to
<br />reorganize or readjust debt, and shall use reasonable efforts to have discharged the appointment of any
<br />receiver of or trustee for TowerCo or any substantial part of its properties appointed under state law.
<br />C. Liens. TowerCo shall not, directly or indirectly, maintain, create, incur, assume or
<br />permit to exist any encumbrance on or with respect to any property or asset (including any document or
<br />instrument in respect of goods or accounts receivable) of TowerCo, whether now owned or hereafter
<br />acquired, or any income or profits therefrom, other than Permitted Liens.
<br />D. Contingent Obligations. TowerCo shall not, directly or indirectly, create or
<br />become or be liable with respect to any Contingent Obligation. "Contingent Obligations" shall include
<br />with respect to TowerCo, without limitation, the direct or indirect guaranty, endorsement (otherwise than
<br />for the collection or deposit in the ordinary course of business), co-making, discounting with recourse or
<br />sale with recourse by TowerCo, the obligation to make taker--pay or similar payments if required
<br />regardless ofnon-performance by any other party or parties to an agreement, and any liability of TowerCo
<br />for the obligations of another through any agreement (contingent or otherwise), provided, however, that
<br />TowerCo shall be permitted to guaranty Parent's obligations under its Senior Credit Agreements from
<br />time to time in effect, (x) to purchase, repurchase or otherwise acquire such obligation or any security
<br />therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of
<br />loans, advances, stock purchases, capital contributions or otherwise), and (y) to maintain the solvency or
<br />any balance sheet item, level of income or financial condition of another, if in the case of any agreement
<br />described under subclause (x) or (y) of this sentence, the primary purpose or intent thereof is as described
<br />in the preceding sentence.
<br />E. Preservation of Existence. TowerCo shall preserve and maintain its existence,
<br />rights, fianchises and privileges as a corporation under the laws of the [State of Delaware] and qualify and
<br />remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in
<br />view of its business and operations or the ownership or lease of its properties, except for such failures to
<br />qualify as would not have a material effect on TowerCo or upon any Subleased Property.
<br />F. Delivery of Financial Statements. TowerCo shall:
<br />(a) as soon as practicable, but in any event within ninety (90) days after the end of
<br />each fiscal year of Parent, Parent shall deliver to AirTouch a consolidated income statement for such
<br />fiscal year, a consolidated balance sheet of Parent as of the end of such year, and a schedule as to the cash
<br />flow and changes in Parent's equity for such year, such year-end financial reports to be in reasonable
<br />detail, prepared in accordance with generally accepted accounting principles consistently applied, and
<br />audited and certified by Parent's independent public accountants;
<br />(b) as soon as practicable, but in any event within forty.-five (45) days after the end of
<br />each of the first three (3) quarters of each fiscal year of Parent, Parent shall deliver to AirTouch an
<br />unaudited consolidated profit or loss statement and schedule as to consolidated cash flow for such fiscal
<br />quarter and an unaudited consolidated balance sheet of Parent as of the end of such fiscal quarter, in
<br />reasonable detail.
<br />2. INCORPORATED DOCUMENTS.
<br />(a) This Agreement shall consist of the following documents, as amended from time to
<br />time as provided herein:
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