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capital stock or any securities convertible into any such shares of its capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any stock appreciation rights, phantom stock plans or stock equivalents, other than the issuance of shares upon the exercise of Company Options outstanding as of the date of this Agreement.

(c) Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Disclosure Schedules or as otherwise expressly contemplated by any other provision of this Agreement (including payment of fees and expenses to consummate the transactions contemplated by this Agreement), during the period from the date of this Agreement until the earlier of Closing and the termination of this Agreement in accordance with Section 8.1, unless Buyer shall otherwise agree in writing (such agreement not to be unreasonably withheld) or Buyer shall have failed to respond to any written request to take any action contemplated under this subsection (c) within forty-eight (48) hours of Buyer’s receipt of Seller’s written request, Seller shall cause Company and each Company Subsidiary not to:

(i) amend the Certificate of Incorporation, the Bylaws or the equivalent organizational documents of any Company Subsidiary;

(ii) create, assume or incur any indebtedness for borrowed money or guaranty any such indebtedness of another person, or repay, redeem or repurchase any such indebtedness other than borrowings under the Company Credit Facilities;

(iii) make any loans or advances to any other person (other than (A) advances to employees for Company expenses that are made in the ordinary course consistent with past practice and in a manner that does not violate applicable Law or (B) loan or advances between Company and any wholly-owned Company Subsidiary);

(iv) other than in the ordinary course consistent with past practices, sell, mortgage, pledge or otherwise encumber any of its assets or properties (other than its Tenant Leases, Ground Leases, Towers, Tower Related Assets, Sites or Improvements);

(v) sell, mortgage, pledge or otherwise encumber any of its Tenant Leases, Ground Leases, Towers, Tower Related Assets, Sites or Improvements (other than pursuant to the Company Credit Facilities);

(vi) directly or indirectly acquire (x) by merging or consolidating with, or by purchasing assets of, or by any other manner, any division, business or equity interest of any Person (including in a transaction involving a tender or exchange offer, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction) or (y) any material assets,

(vii) implement or adopt any material change in its accounting policies other than as may be required by applicable Law or GAAP;

(viii) other than as required to comply with applicable Law or a Company Benefit Plan as in effect on the date hereof or as may be required to avoid adverse treatment under Section 409A of the Code: (A) amend any of the terms or conditions of employment for any of its directors or officers; (B) alter, amend or create any obligations with


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