Actions by Debtor. If counsel to Secured Party reasonably determines that the consent of the FCC is required in connection with any of the actions which may be taken by Secured Party on behalf of Lenders in the exercise of their Rights hereunder or under the Loan Papers, then Debtor, at its sole cost and expense, agrees to use its best efforts to secure such consent and to cooperate with Secured Party and Lenders in any action commenced by Secured Party to secure such consent and in such case Debtor shall retain control of its respective FCC Licenses until the FCC shall have granted its consent to the transfer of the FCC Licenses and related permits. Upon the occurrence and during the continuation of a Default or Potential Default, Debtor shall promptly execute or cause the execution of all applications, certificates, instruments, and other documents and papers that the Secured Party may be required to file in order to obtain any necessary governmental consent, approval, or authorization, and if Debtor fails or refuses to execute such documents, then, on the order of any court of competent jurisdiction, the Clerk of the Court with jurisdiction may 16 EXHIBIT D execute such documents on behalf of Debtor. In addition, Debtor shall execute such applications and other documents and will take such other action as may be required in order for Secured Party to obtain from the FCC consent to operate the System, through a receiver or otherwise, during the time the Secured Party seeks to obtain a purchaser for the System and to submit any sale of the Systems to the FCC for approval. Debtor recognizes that FCC Licenses, franchises, and other similar agreements or authorizations are unique assets which (or the control of which) may have to be transferred in order for Lenders adequately to realize the value of their Security Interests. Debtor further recognizes that a violation of this covenant would result in irreparable harm to Lenders for which monetary damages are not readily ascertainable and which might not fully compensate such Lenders. Therefore, in addition to any other remedy which may be available to Lenders, at Law or in equity, Secured Party on behalf of Lenders shall have the remedy of specific performance of the provisions of this subsection.
Actions by Debtor. If counsel to Secured Party reasonably determines that the consent of any Governmental Authority is required in connection with any of the actions which may be taken by Secured Party on behalf of Lenders in the exercise of their Rights hereunder or under the Loan Documents, then [each] Debtor, at its sole cost and expense, agrees to use its best efforts to secure such consent and to cooperate with Secured Party and Lenders in any action commenced by Secured Party to secure such consent. Upon the occurrence and during the continuation of a Default or Potential Default, [each] Debtor shall promptly execute or cause the execution of all applications, certificates, instruments, and other documents and papers that Secured Party may be required to file in order to obtain any necessary governmental consent, approval, or authorization, and if [such] Debtor fails or refuses to execute such documents, then, on the order of any court of competent jurisdiction, the Clerk of the Court with jurisdiction may execute such documents on behalf of [such] Debtor. Debtor further recognizes that a violation of this covenant would result in irreparable harm to Lenders for which monetary damages are not readily ascertainable and which might not fully compensate such Lenders. Therefore, in addition to any other remedy which may be available to Lenders, at Law or in equity, Secured Party on behalf of Lenders shall have the remedy of specific performance of the provisions of this subsection.
Actions by Debtor. If counsel to Secured Party reasonably determines that the consent of any Governmental Authority is required in connection with any of the actions which may be taken by Secured Party on behalf of the Lenders in the exercise of their Rights hereunder or under the Loan Documents, then Debtor, at its sole cost and expense, agrees to use its best efforts to secure such consent and to cooperate with Secured Party and Lenders in any action commenced by Secured Party to secure such consent. Upon the occurrence and during the continuation of a Default or Potential Default, Debtor shall promptly execute or cause the execution of all applications, certificates, instruments, and other documents and papers that the Secured Party may be required to file in order to obtain any necessary governmental consent, approval, or authorization, and if Debtor fails or refuses to execute such documents, then, on the order of any court of competent jurisdiction, the Clerk of the Court with jurisdiction may execute such documents on behalf of Debtor. Debtor further recognizes that a violation of this covenant would result in irreparable harm to Lenders for which monetary damages are not readily ascertainable and which might not fully compensate such Lenders. Therefore, in addition to any other remedy which may be available to the Lenders, at Law or in equity, Secured Party on behalf of Lenders shall have the remedy of specific performance of the provisions of this subsection.
Actions by Debtor. (a) Debtor will, at its expense, promptly execute and deliver all further instruments, agreements, filings and registrations, and take all further action, in order:
(i) to confirm and validate this Agreement and the NIRAN Trustee’s rights and remedies hereunder;
(ii) to correct any error or omission in the description herein of the Obligations or the Collateral or in any other provision hereof;
(iii) to perfect and protect the security interest and rights created or purported to be created hereby or to maintain or upgrade in rank the priority of such security interests and rights;
(iv) to enable the NIRAN Trustee to exercise and enforce its rights and remedies hereunder; and
(v) otherwise to give the NIRAN Trustee the full benefits of the rights and remedies described in or granted under this Agreement. As part of the foregoing, Debtor will execute and file any financing statement, continuation statement or other filing or registration necessary to perfect the NIRAN Trustee’s security interest and rights hereunder, and any amendment thereto.
(b) Debtor will:
(i) maintain good and marketable title to all Collateral, free and clear of all Liens except for the security interest created by this Agreement, and not grant or allow any such Lien to exist;
(ii) not allow to remain in effect, and cause to be terminated, any financing statement or other registration or instrument similar in effect covering any Collateral, except any that has been filed in favor of the NIRAN Trustee relating to this Agreement;
(iii) defend the NIRAN Trustee’s right, title and special property and security interest in and to the Collateral against the claims of any Person;
(c) Debtor shall not take any action that would, or fail to take any action if such failure would, impair the enforceability, perfection or priority of the NIRAN Trustee’s security interest in any Collateral.
