REPAIR AND SUCH OTHER TECHNICAL SERVICES AS MAY BE NECESSARY FOR THE
CONSTRUCTION, TESTING, MAINTENANCE AND OPERATION OF THE SYSTEM;
(VII)
CONTROL ACCESS TO AND FROM THE SYSTEM FACILITIES;
PROVIDED, HOWEVER, THAT IN NO EVENT SHALL LESSOR BE RESTRICTED FROM UNFETTERED
ACCESS TO THE SYSTEM FACILITIES IN ACCORDANCE WITH SECTION 5(B) BELOW;
(VIII)
CONDUCT AND MANAGE THE AFFAIRS OF THE SYSTEM,
INCLUDING THE MAKING OF ALL ORDINARY BUSINESS DECISIONS IN FURTHERANCE OF THE
DAY-TO-DAY OPERATION OF THE SYSTEM;
(IX)
DETERMINE AND CARRY OUT ALL POLICY DECISIONS
RELATING TO THE FACILITIES OF THE SYSTEM, SUBJECT TO SUCH OVERSIGHT BY LESSOR AS
IS REASONABLY NECESSARY TO ENSURE COMPLIANCE WITH THE COMMUNICATIONS LAWS;
(X)
HIRE, SUPERVISE, AND DISMISS ALL PERSONNEL
EMPLOYED IN THE OPERATION OF THE SYSTEM (OTHER THAN EMPLOYEES HIRED BY LESSOR
FOR THE PURPOSE OF CARRYING OUT LESSOR'S DUTIES WITH RESPECT TO THE FCC LICENSES
AND THE LEASED SPECTRUM);
(XI)
UNDERTAKE ALL FINANCIAL OBLIGATIONS, INCLUDING
PAYMENT OF EXPENSES ARISING OUT OF THE OPERATION OF THE SYSTEM, AND SECURING ALL
FINANCING FOR THE CONSTRUCTION AND OPERATION OF THE SYSTEM;
(XII)
RECEIVE ALL MONIES AND PROFITS FROM THE
OPERATION OF THE SYSTEM, SUBJECT TO LESSEE'S PAYMENT OBLIGATIONS UNDER THIS
LEASE AGREEMENT;
(XIII)
MAKE DETERMINATIONS AS TO THE SCOPE, MARKETING,
AND OTHER TERMS AND CONDITIONS OF THE ORC SERVICES TO BE PROVIDED TO LESSEE'S
CUSTOMERS ON THE SYSTEM; AND
3
(XIV)
TAKE ALL OTHER ACTIONS THAT LESSEE DEEMS NECESSARY
OR DESIRABLE TO CONSTRUCT, TEST, MAINTAIN, AND OPERATE THE SYSTEM OR OTHERWISE
CARRY OUT ANY OF THE FOREGOING ITEMS.
(D)
NON-INTERFERENCE. EXCEPT AS PERMITTED BY
SECTIONS 1(C)(VII) AND 3(A), AND SO LONG AS LESSEE PERFORMS ITS OBLIGATIONS
HEREUNDER, LESSOR WILL NOT INTERFERE WITH OR DISTURB LESSEE'S RIGHTS UNDER THIS
LEASE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS RIGHTS TO EXCLUSIVE
POSSESSION, USE AND QUIET ENJOYMENT OF THE SPECTRUM USAGE RIGHTS, TO THE EXTENT
PERMITTED UNDER THE COMMUNICATIONS LAWS.
2.
OBLIGATIONS OF LESSEE.
(A)
GENERAL OBLIGATIONS. SUBJECT TO THE REVIEW,
SUPERVISION AND ULTIMATE CONTROL OF LESSOR, LESSEE SHALL:
(I)
COOPERATE WITH AND AID LESSOR WITH
WHATEVER ACTIONS LESSOR IS REQUIRED TO TAKE, IF ANY, IN ORDER TO MAKE ANY
REQUIRED NOTIFICATIONS, OR TO OBTAIN THE APPROVALS OR CONSENTS OF ANY
GOVERNMENTAL BODY NECESSARY FOR THE LESSEE TO CONSTRUCT AND OPERATE THE SYSTEM;
(II)
OPERATE THE SYSTEM CONSISTENT WITH THE
COMMUNICATIONS LAWS OR ANY OTHER APPLICABLE FEDERAL, STATE OR LOCAL LAW,
INCLUDING BUT NOT LIMITED TO, ALL FEDERAL AVIATION ADMINISTRATION ("FAA") AND
FCC TOWER REGISTRATION FILING REQUIREMENTS FOR ALL STRUCTURES UNDER FCC
RULE PART 17; NEPA REGULATIONS (FCC RULE PART 1.1307-11); THIS LEASE AGREEMENT;
AND THE TERMS AND CONDITIONS OF THE FCC LICENSES (INCLUDING, BUT NOT LIMITED TO,
ELIGIBILITY, BASIC AND CHARACTER QUALIFICATIONS REQUIREMENTS, FOREIGN OWNERSHIP
AND USE RESTRICTIONS, AND TECHNICAL REQUIREMENTS);
(III)
SATISFY ALL OF THE REQUIREMENTS THAT MAY BE
IMPOSED ON LESSEE UNDER THE COMMUNICATIONS LAWS, INCLUDING, BUT NOT LIMITED TO,
SECTION 1.9020 AND ANY SIMILAR SECTIONS OF THE FCC'S RULES GOVERNING SPECTRUM
MANAGER LEASING ARRANGEMENTS;
(IV)
EXPRESSLY SATISFY THE FCC'S E-911 REQUIREMENTS
SET FORTH IN