CLEAR OF ALL LIENS, AND NO OTHER PERSON HAS ANY
RIGHT, TITLE OR INTEREST IN OR TO ANY OF THE FCC LICENSES.
THE FCC LICENSES
HAVE BEEN GRANTED TO LESSOR BY FINAL ORDER AND ARE IN FULL FORCE AND EFFECT.
"FINAL ORDER" MEANS ACTION BY THE FCC OR ITS STAFF ACTING UNDER DELEGATED
AUTHORITY AS TO WHICH A) NO REQUEST FOR STAY BY THE FCC AS APPLICABLE, OF THE
ACTION IS PENDING, NO SUCH STAY IS IN EFFECT, AND IF ANY DEADLINE FOR FILING ANY
SUCH REQUEST IS DESIGNATED BY STATUTE OR REGULATION, SUCH DEADLINE HAS PASSED;
B) NO TIMELY PETITION FOR REVIEW, REHEARING OR RECONSIDERATION OF THE ACTION IS
PENDING BEFORE THE FCC, AND THE TIME FOR FILING SUCH PETITION HAS PASSED; C) THE
FCC DOES NOT HAVE THE ACTION UNDER RECONSIDERATION ON ITS OWN MOTION AND THE
TIME FOR SUCH RECONSIDERATION HAS PASSED; AND
D) NO APPEAL TO A COURT, OR
REQUEST FOR STAY BY A COURT, OF THE FCC'S ACTION, AS APPLICABLE, IS PENDING OR
IN EFFECT, AND, IF ANY DEADLINE FOR FILING ANY SUCH APPEAL OR REQUEST IS
DESIGNATED BY STATUTE OR RULE, IT HAS PASSED.
22
(II)
THE TERM OF SUCH LICENSES IS SET FORTH IN
PART 1 OF EXHIBIT A HERETO.
(III)
THERE IS NOT PENDING OR, TO THE KNOWLEDGE OF
LESSOR, THREATENED AGAINST LESSOR OR ANY OF THE FCC LICENSES, NOR DOES LESSOR
KNOW OF ANY BASIS FOR, ANY APPLICATION, ACTION, FORMAL COMPLAINT, CLAIM,
INVESTIGATION, SUIT, NOTICE OF VIOLATION, PETITION, OBJECTION OR OTHER PLEADING,
OR ANY PROCEEDING BEFORE THE FCC OR ANY OTHER GOVERNMENTAL BODY, AGAINST LESSOR
OR ANY OF THE FCC LICENSES, WHICH QUESTIONS OR CONTESTS THE VALIDITY OF, OR
SEEKS THE REVOCATION, CANCELLATION, FORFEITURE, NON-RENEWAL OR SUSPENSION OF,
ANY OF THE FCC LICENSES, OR WHICH SEEKS THE IMPOSITION OF ANY ADVERSE
MODIFICATION OR AMENDMENT THEREOF, OR THE PAYMENT OF A MATERIAL FINE, SANCTION,
PENALTY, DAMAGES OR CONTRIBUTION IN CONNECTION WITH ITS USE, PROVIDED, HOWEVER,
THAT, THE FCC HAS UNDER CONSIDERATION A PROCEEDING IN WHICH LESSOR MAY BE
REQUIRED TO SHARE THE PORTION OF ITS SPECTRUM BETWEEN 1616 AND 1618.25 MHZ WITH
IRIDIUM.
(IV)
ALL MATERIAL DOCUMENTS REQUIRED TO BE FILED AT
ANY TIME BY LESSOR WITH THE FCC OR ANY OTHER GOVERNMENTAL BODY PURSUANT TO FCC
RULES AND POLICIES WITH RESPECT TO EACH OF THE FCC LICENSES HAVE BEEN TIMELY
FILED OR THE TIME PERIOD FOR SUCH FILING HAS NOT LAPSED, EXCEPT WHERE THE
FAILURE TO TIMELY FILE OR MAKE SUCH FILING WOULD NOT BE MATERIAL. ALL OF SUCH
FILINGS ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS. NONE OF THE FCC
LICENSES IS SUBJECT TO ANY CONDITIONS OTHER THAN THOSE APPEARING ON ITS FACE AND
THOSE IMPOSED BY FCC RULES AND POLICIES. ALL AMOUNTS OWED TO THE FCC IN RESPECT
OF EACH OF THE FCC LICENSES HAVE BEEN TIMELY PAID AND, AS OF THE DATE HEREOF, NO
FURTHER AMOUNTS ARE DUE TO THE FCC IN RESPECT OF ANY OF THE FCC LICENSES.
(V)
LESSOR IS IN COMPLIANCE IN ALL