Common use of Covenants of Heartland Clause in Contracts

Covenants of Heartland. In addition to the covenants set forth in Section 9 above: (a) Between the date hereof and the Stage I Closing, Heartland shall: (i) Retain and safeguard the CS Wireless Common Stock held by it, and maintain such CS Wireless Common Stock free and clear of any and all Encumbrances and shall not allow, permit or suffer to exist any Encumbrance, sale, assignment, lease, waiver of rights or granting of a proxy with respect to, voting agreement or trust affecting other than the Stockholders' Agreement, or otherwise transfer or dispose of the CS Wireless Common Stock held by Heartland. (ii) Within three business days of its commencement of a case under the Bankruptcy Code, if prior thereto the Stage I Closing has not occurred, (a) file with the bankruptcy court a motion (together with appropriate supporting papers) requesting the bankruptcy court to enter, an order in form and substance reasonably acceptable to CAI and CS Wireless (1) authorizing Heartland to assume this Agreement, (2) approving the transactions contemplated herein, and (3) authorizing Heartland to assume the BTA Lease Agreement, and (b) seek a hearing on such motion to be held within 20 days of the date of the filing thereof. (b) Between the date hereof and the Stage II Closing, Heartland shall: (i) Use its reasonable efforts (A) to cause to be maintained in full force and effect, and (B) to cause the holders to renew when required to prevent the lapse of, all FCC-issued licenses, conditional licenses and authorizations comprising any portion of the Heartland FCC Assets or Heartland Leases. (ii) Use reasonable efforts to perform each and every obligation of the lessee under any and all excess channel capacity lease agreements or MDS transmission capacity lease agreements comprising any portion of the Heartland FCC Assets or Heartland Leases. (iii) Use reasonable efforts to cause each of its lessors to prosecute in good faith and diligently pursue each MDS application and ITFS application for facilities subject to a lease agreement with Heartland that comprise any portion of the Heartland FCC Assets or Heartland Leases. (iv) Operate the Heartland FCC Assets in the ordinary course of business in accordance with past practices for such operation (except where such conduct would conflict with any covenant or other obligation of Heartland under this Agreement). (v) Promptly notify CAI and CS Wireless in writing of any unusual or material developments with respect to the business or operations of any of the Heartland FCC Assets or Heartland Leases and of any material changes in any of the information contained in Heartland's representation and warranties contained in this Agreement. (vi) Subsequent to its commencement of a case under the Bankruptcy Code, seek bankruptcy court approval of, and use its best efforts to obtain, an order in form and substance reasonably acceptable to CAI and CS Wireless (1) authorizing the assumption of this Agreement, (2) approving the transactions contemplated herein, and (3) authorizing Heartland to assume the BTA Lease and Option Agreement. (c) Between the date hereof and the Stage II Closing, Heartland shall not allow, permit or suffer to exist: (i) The creation, assumption or permitting to exist of any Encumbrance, other than the lien for taxes not yet due and payable, on any of the Heartland FCC Assets or Heartland Leases. (ii) The sale, assignment, lease, waiver of rights with respect to, sublease or other transfer or disposal of any and all FCC-issued licenses, conditional licenses and authorizations, or the lessee's leasehold interest in any excess channel capacity lease agreements or MDS transmission capacity lease agreements comprising any portion of the Heartland FCC Assets or Heartland Leases. (iii) Any material action, or material failure to act under excess channel capacity lease agreements or MDS transmission capacity lease agreements comprising any portion of the Heartland FCC Assets or Heartland Leases, which would constitute a default or a potential default thereunder (assuming that any requirements of notice or lapse of time have occurred).