IT AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LEASE
AGREEMENT APPLICABLE TO LESSEE. IN SUCH EVENT, LESSOR AND THE ASSIGNEE SHALL
TIMELY PREPARE AND FILE THE APPROPRIATE FCC APPLICATION OR NOTIFICATION
CONSISTENT WITH APPLICABLE REQUIREMENTS OF THE COMMUNICATIONS LAWS, AND ANY SUCH
ASSIGNMENT SHALL NOT BECOME EFFECTIVE UNTIL ANY REQUIRED FCC CONSENTS HAVE BEEN
OBTAINED OR THE APPLICABLE WAITING PERIODS, IF ANY, HAVE ELAPSED.
(V)
ANYTHING TO THE CONTRARY IN THIS LEASE
AGREEMENT NOTWITHSTANDING, IN NO EVENT SHALL LESSOR BE DEEMED TO HAVE CONSENTED
TO AN ASSIGNMENT, AND NO ASSIGNMENT, SUBLEASE, SUBLICENSE OR OTHER GRANT OF
SPECTRUM USAGE RIGHTS BY LESSEE SHALL BE PERMITTED IF IT IS (I) NOT IN
COMPLIANCE WITH THE COMMUNICATIONS LAWS AND ANY OTHER APPLICABLE LAWS; (II) MADE
TO A PERSON OR ENTITY THAT IS INELIGIBLE OR UNQUALIFIED TO ENTER INTO A SPECTRUM
LEASING ARRANGEMENT UNDER THE
32
COMMUNICATIONS LAWS; OR (III) WITH RESPECT TO AN ASSIGNMENT ONLY, MADE TO A
PERSON OR ENTITY NOT IN PRIVITY WITH LESSOR.
(VI)
DURING THE TERM OF THIS LEASE AGREEMENT, LESSOR
SHALL HAVE THE RIGHT AND ABILITY, WITHOUT THE CONSENT OF, BUT ONLY AFTER NOTICE
TO, LESSEE, TO ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS LEASE AGREEMENT OR,
SUBJECT TO LESSEE'S RIGHTS HEREUNDER, SELL, TRANSFER, ASSIGN, PLEDGE OR
OTHERWISE DISPOSE OF ANY FCC LICENSE.
(F)
ENTIRE AGREEMENT; AMENDMENTS. THIS LEASE
AGREEMENT, AND ALL EXHIBITS AND SCHEDULES REFERRED TO HEREIN (WHICH ARE
INCORPORATED HEREIN AND MADE A PART OF THIS LEASE AGREEMENT BY REFERENCE) AND
THE DOCUMENTS DELIVERED PURSUANT HERETO, CONTAIN THE ENTIRE UNDERSTANDING OF THE
PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER CONTAINED HEREIN OR THEREIN,
AND SUPERSEDE ALL PRIOR AGREEMENTS OR UNDERSTANDINGS AMONG LESSOR AND LESSEE
WITH RESPECT TO THE RIGHTS AND PERFORMANCES CONTEMPLATED HEREIN (INCLUDING
WITHOUT LIMITATION, THE PRELIMINARY AGREEMENT BETWEEN THE PARTIES [*]). THIS
LEASE AGREEMENT WILL NOT BE AMENDED, MODIFIED OR SUPPLEMENTED EXCEPT BY A
WRITTEN INSTRUMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF THE LESSOR AND THE
LESSEE.
(G)
WAIVERS. NO FAILURE BY EITHER PARTY TO
EXERCISE, AND NO DELAY BY EITHER PARTY IN EXERCISING, ANY RIGHT OR REMEDY UNDER
THIS LEASE AGREEMENT WILL CONSTITUTE A WAIVER OF SUCH RIGHT, REMEDY OR ANY OTHER
RIGHT OR REMEDY UNDER THIS LEASE AGREEMENT. ANY WAIVER BY EITHER PARTY OF ANY
RIGHT OR REMEDY UNDER THIS LEASE AGREEMENT WILL BE LIMITED TO THE SPECIFIC
INSTANCE AND WILL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR REMEDY IN THE FUTURE
OR OF ANY OTHER RIGHT OR REMEDY HEREUNDER.
(H)
EXPENSES. EXCEPT AS OTHERWISE SET FORTH
HEREIN, EACH PARTY HERETO WILL PAY ALL OF ITS OWN COSTS AND EXPENSES INCIDENT TO
ITS NEGOTIATION AND PREPARATION OF THIS LEASE AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE FEES, EXPENSES AND
DISBURSEMENTS OF ITS COUNSEL AND ADVISORS. NOTWITHSTANDING THE ABOVE, IN THE
EVENT ANY PARTY BRINGS AN ACTION IN CONNECTION WITH THE PERFORMANCE, BREACH OR
INTERPRETATION OF THIS LEASE AGREEMENT, THE PREVAILING PARTY IN ANY SUCH ACTION
WILL BE ENTITLED TO RECOVER