FROM THE LOSING PARTY ALL REASONABLE COSTS AND
EXPENSES OF SUCH ACTION, INCLUDING ATTORNEYS' FEES.
(I)
CONSTRUCTION AND INTERPRETATION. NO PARTY
WILL BE DEEMED TO BE THE DRAFTSMAN HEREOF. ACCORDINGLY, NEITHER THIS LEASE
AGREEMENT NOR ANY UNCERTAINTY OR AMBIGUITY HEREIN WILL BE CONCLUSIVELY CONSTRUED
OR RESOLVED AGAINST ANY PARTY HERETO, WHETHER UNDER ANY RULE OF CONSTRUCTION OR
OTHERWISE. THIS LEASE AGREEMENT HAS BEEN REVIEWED, NEGOTIATED AND ACCEPTED BY
ALL PARTIES. THE PARTIES INTEND FOR THE RIGHTS AND OBLIGATIONS HEREUNDER TO BE
ENFORCED AND PERFORMED ON A MARKET-SPECIFIC BASIS IF IT IS APPROPRIATE IN
CONTEXT TO DO SO.
WHENEVER THIS LEASE AGREEMENT REFERS TO "AT LEAST" A SPECIFIC
MINIMUM AMOUNT OF MHZ OF SPECTRUM, THIS MINIMUM AMOUNT WILL BE DEEMED TO HAVE
BEEN SATISFIED IF THE ACTUAL AMOUNT OF MHZ OF SPECTRUM APPROVED OR AVAILABLE FOR
USE, AS APPLICABLE, IS AT LEAST NINETY-ONE AND THREE-TENTHS PERCENT OF THE
SPECIFIC AMOUNT EXPRESSED.
ANY CAPITALIZED TERM USED IN ANY SCHEDULE OR EXHIBIT
HERETO BUT NOT OTHERWISE DEFINED THEREIN, SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN THIS LEASE
33
AGREEMENT.
UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE, WHENEVER THE WORDS
"INCLUDE", "INCLUDES", "INCLUDING", "SUCH AS", OR TERMS OF SIMILAR MEANING, ARE
USED IN THIS LEASE AGREEMENT, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS
"WITHOUT LIMITATION".
THE WORD "EXTENT" IN THE PHRASE "TO THE EXTENT" MEANS THE
DEGREE TO WHICH A SUBJECT OR OTHER THING EXTENDS, AND SUCH PHRASE SHALL NOT MEAN
SIMPLY "IF".
THE DEFINITIONS CONTAINED IN THIS LEASE AGREEMENT ARE APPLICABLE
TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS.
(J)
EXECUTION IN COUNTERPARTS. THIS LEASE
AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS WHICH MAY BE DELIVERED BY
FACSIMILE, EACH OF WHICH WILL BE CONSIDERED AN ORIGINAL INSTRUMENT, BUT ALL OF
WHICH WILL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND WILL BECOME BINDING
WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES HERETO AND
DELIVERED TO EACH OF THE OTHER PARTIES HERETO.
(K)
GOVERNING LAW. THIS LEASE AGREEMENT WILL BE
GOVERNED BY, ENFORCED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(L)
RESERVED.
(M)
SPECIFIC PERFORMANCE. NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, IF EITHER LESSOR OR LESSEE FAILS TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS LEASE AGREEMENT, THE AGGRIEVED PARTY SHALL HAVE THE
RIGHT, IN ADDITION TO ALL OTHER RIGHTS OR REMEDIES, TO SEEK SPECIFIC PERFORMANCE
OF THE TERMS HEREOF.
(N)
HEADINGS. SUBJECT HEADINGS ARE INCLUDED FOR
CONVENIENCE ONLY AND WILL NOT AFFECT THE INTERPRETATION OF ANY PROVISIONS OF
THIS LEASE AGREEMENT.
(O)
DOCUMENT INSPECTION. EACH PARTY WILL RETAIN A
DULY-EXECUTED COPY OF THIS LEASE AGREEMENT (INCLUDING ANY AMENDMENTS THERETO) IN
ITS FILES, AND WILL, SUBJECT TO THE CONFIDENTIALITY PROVISIONS HEREOF, PROVIDE
THE FCC OR ANY OTHER GOVERNMENTAL BODY WITH A PHOTOCOPY OF THOSE PORTIONS OF
THIS LEASE AGREEMENT TO THE EXTENT REQUESTED.
(P)
SEVERABILITY. SHOULD ANY COURT OR AGENCY
DETERMINE THAT THIS LEASE AGREEMENT OR