REASONABLE COMMERCIAL EFFORTS TO OBTAIN THE APPROVALS AND/OR WAIVERS FROM
THE FCC NECESSARY TO GIVE EFFECT TO THIS LEASE AGREEMENT.
IN ADDITION, THE
PARTIES WILL FULLY COOPERATE WITH EACH OTHER AND USE COMMERCIALLY REASONABLE
EFFORTS TO SEEK WAIVERS AND/OR APPROVALS FROM THE FCC AS NECESSARY TO PERMIT
LESSEE TO USE "TDD" TRANSMISSION IN CONNECTION WITH ITS PROVISION OF ORC
SERVICES.
(B)
FACILITY FILINGS. IF LESSEE DESIRES TO
CONSTRUCT ANY NEW SYSTEM FACILITY, OR TO MODIFY ANY EXISTING SYSTEM FACILITY,
AND SUCH CONSTRUCTION OR MODIFICATION WOULD REQUIRE AN APPLICATION,
NOTIFICATION, OR OTHER FILING WITH THE FCC, ANOTHER GOVERNMENTAL BODY OR A
NON-GOVERNMENTAL THIRD PARTY (A "FACILITY FILING"), THEN LESSEE WILL NOTIFY
LESSOR OF SUCH REQUIREMENT, AND LESSOR WILL HAVE THE FINAL AUTHORITY TO
8
DETERMINE WHETHER A FACILITY FILING IS NECESSARY. LESSOR MAY INDEPENDENTLY
DETERMINE THAT A FACILITY FILING IS REQUIRED AS TO ANY FACILITY OF WHICH LESSOR,
IN EXERCISING ITS OVERSIGHT HEREUNDER, BECOMES AWARE. SUCH DETERMINATION BY
EITHER PARTY SHALL INCLUDE WHETHER THE PROPOSED NEW FACILITY OR PROPOSED
MODIFICATION TO AN EXISTING FACILITY WILL REQUIRE (I) FREQUENCY COORDINATION;
(II) SUBMISSION OF AN ENVIRONMENTAL ASSESSMENT; (III) INTERNATIONAL OR
INTERDEPARTMENT RADIO ADVISORY COMMITTEE (IRAC) COORDINATION; (IV) RADIO QUIET
ZONE REPORTING; (V) NOTIFICATION TO THE FAA, OR (VI) ANY WAIVERS OF THE
COMMUNICATIONS LAWS. IF A FACILITY FILING IS NECESSARY, LESSEE SHALL PROMPTLY
PREPARE AND PROVIDE TO LESSOR ALL NECESSARY APPLICATION FORMS, EXHIBITS, FILING
FEES AND OTHER MATERIALS NECESSARY FOR LESSOR TO MAKE SUCH SUBMISSION IN ITS OWN
NAME. LESSOR SHALL MAKE SUCH FILINGS. IF LESSOR BELIEVES THAT SUCH FILING IS
INCOMPLETE, THEN LESSOR MAY INSTEAD RETURN SUCH FILING TO LESSEE WITH A
REASONABLE EXPLANATION OF THOSE MATTERS THAT REQUIRE FURTHER PREPARATION AND
LESSEE SHALL PROMPTLY REVISE SUCH FILING TO THE REASONABLE SATISFACTION OF
LESSOR.
(C)
COMPLIANCE APPLICATIONS. LESSOR WILL MAKE ALL
ONGOING COMPLIANCE FILINGS AND REPORTS REQUIRED BY THE FCC OR ANY OTHER
GOVERNMENTAL BODY AS A RESULT OF ITS OWNERSHIP OF THE FCC LICENSES, SUBJECT TO
LESSEE'S COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS LEASE AGREEMENT (INCLUDING
WITHOUT LIMITATION THE FOLLOWING SENTENCE). LESSEE SHALL TIMELY NOTIFY LESSOR IF
LESSEE BELIEVES THAT A COMPLIANCE FILING IS REQUIRED OR IF IT HAS TAKEN OR
PROPOSES TO TAKE ANY ACTION WHICH COULD RESULT IN LESSOR HAVING TO MAKE A
COMPLIANCE FILING. UPON SUCH NOTIFICATION, LESSOR SHALL HAVE THE EXCLUSIVE RIGHT
TO DECIDE WHETHER ANY SUCH COMPLIANCE FILING IS REQUIRED AND, IF REQUIRED, THE
SUBSTANCE OF SUCH FILING.
7.
TERM.
(A)
INITIAL TERM.
THE GRANT OF SPECTRUM USAGE
RIGHTS PURSUANT TO SECTION 1 OF THIS LEASE AGREEMENT WITH RESPECT TO THE INITIAL
MARKETS WILL BECOME EFFECTIVE ON THE FIRST DAY (THE "LEASE COMMENCEMENT DATE")
AFTER ALL OF THE CONDITIONS SET FORTH IN SECTION 9 HAVE BEEN SATISFIED OR
WAIVED, AND THE GRANT OF SPECTRUM USAGE RIGHTS FOR THE DEFERRED POP MARKETS AND
OPTION MARKETS SHALL BECOME EFFECTIVE AS SET FORTH IN SECTION 10 HEREOF. THE
TERM OF THIS LEASE AGREEMENT WILL CONTINUE IN FULL FORCE AND EFFECT, UNLESS
EARLIER TERMINATED IN ACCORDANCE WITH THE PROVISIONS