RIGHTS UNDER THIS LEASE
AGREEMENT. IF THE FCC OR ANY OTHER GOVERNMENTAL BODY INITIATES AN INVESTIGATION
OR INQUIRY CONCERNING LESSOR OR LESSEE IN CONNECTION WITH THIS LEASE AGREEMENT
OR LESSOR'S PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER, LESSOR SHALL
COOPERATE WITH LESSEE, THE FCC, OR OTHER GOVERNMENTAL BODY IN AN EFFORT TO
RESOLVE SUCH INVESTIGATION OR INQUIRY; PROVIDED, HOWEVER, THAT THIS SENTENCE
SHALL NOT REQUIRE
6
LESSOR TO WAIVE ANY LEGAL RIGHTS OR PRIVILEGES WITH RESPECT TO SUCH
INVESTIGATION OR INQUIRY.
4.
CONTROL OF FCC LICENSE AND LEASED
SPECTRUM.
Notwithstanding any other provision, and at all times during the term of this
Lease Agreement, Lessor shall retain de jure and de facto control of the Leased
Spectrum as required under the Communications Laws. This Lease Agreement
(i) does not and will not vest in Lessee, or constitute, create or have the
effect of constituting or creating, direct or indirect de facto or de jure
control over Lessor or the Leased Spectrum, which ownership or control will
remain exclusively and at all times in Lessor and its affiliates, and (ii) does
not and will not constitute the transfer, assignment, or disposition in any
manner, voluntary or involuntary, directly or indirectly, of the Leased Spectrum
or the transfer of control of Lessor within the meaning of Section 310(d) of the
Communications Act. Lessee will not take any action inconsistent with or
contrary to the Lessor's de jure and de facto control, as those terms are
construed by the FCC, over the Leased Spectrum. Lessee will not hold itself out
to the public as the owner of the FCC Licenses or the Leased Spectrum.
5.
COORDINATION; OVERSIGHT; REPORTS.
(A)
COORDINATION. LESSEE AND LESSOR WILL MEET
PERIODICALLY, AT SUCH TIMES AS LESSOR REASONABLY REQUESTS BY NOTICE TO LESSEE,
TO ENABLE LESSOR TO ENSURE THAT LESSEE'S ACTIVITIES USING THE LEASED SPECTRUM
AND THE OPERATION OF THE SYSTEM COMPLY WITH THE COMMUNICATIONS LAWS. AT THESE
MEETINGS, THE PARTIES WILL DISCUSS MATTERS REASONABLY RELATED TO LESSEE'S
CONSTRUCTION AND OPERATION OF THE SYSTEM TO THE EXTENT REQUIRED TO ENSURE
COMPLIANCE WITH THE COMMUNICATIONS LAWS. LESSEE WILL KEEP OR CAUSE TO BE KEPT
COMPLETE BOOKS AND RECORDS WITH RESPECT TO CONSTRUCTION AND OPERATION OF THE
SYSTEM, SHOWING (I) TECHNICAL AND OPERATIONAL INFORMATION RELATED TO THE SYSTEM,
AND (II) OTHER RECORDS REASONABLY NECESSARY, CONVENIENT OR INCIDENTAL TO
CONSTRUCTION, MAINTENANCE OR OPERATION OF THE SYSTEM. UPON LESSOR'S REQUEST,
LESSEE WILL PROVIDE LESSOR WITH REASONABLE ACCESS TO SUCH BOOKS AND RECORDS.
(B)
RIGHT OF ACCESS. LESSOR MAY, UPON AT LEAST
TWENTY-FOUR (24) HOURS ADVANCE NOTICE, INSPECT ANY FACILITY COMPRISING THE
SYSTEM DURING NORMAL BUSINESS HOURS AND TAKE ANY ACTION IT DEEMS REASONABLY
NECESSARY TO FULFILL ITS OBLIGATIONS UNDER THIS LEASE AGREEMENT OR THE
COMMUNICATIONS LAWS. LESSEE MAY REQUIRE THAT AN ESCORT SELECTED BY LESSEE
ACCOMPANY LESSOR ON ANY ON-SITE VISIT TO LESSEE'S FACILITIES. NOTWITHSTANDING
THE FOREGOING, LESSOR MAY ACCESS ANY FACILITY THAT IS PART OF THE SYSTEM UPON
SUCH SHORTER ADVANCE NOTICE AS IS POSSIBLE UNDER THE CIRCUMSTANCES IN THE EVENT