Common use of Build-Out Clause in Contracts

Build-Out. (a) For those Geographic Markets where (i) Clearwire and its Affiliates have the use of eight or more channels of EBS and/or BRS spectrum with substantially overlapping GSAs, and (ii) Clearwire has entered into an IUA with an EBS Spectrum Group Licensee for EBS spectrum in such Geographic Market (the "Build-out Markets"): (A) Clearwire or its Affiliate shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the earliest Commencement Date of an IUA executed between Clearwire and a Licensee ("First Commencement Date"), (B) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date, and (C) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS Spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date (such clauses (A), (B) and (C) referred to as the "Build-out Condition"). (b) In each Build-out Market where Clearwire has commenced construction of a wireless broadband network pursuant to Section 7.11(a) above, Clearwire shall deliver wireless broadband service to [***] of the then-current GSA population of each EBS Spectrum Group EBS system within [***] of the completion of the bandplan transition in the local Basic Trading Area and notification of completion per Section 27.1235 of the FCC Rules. For the purpose of this Agreement, population shall be considered to be served by applying the then-current standard set forth in the FCC Rules or policies for substantial service in the EBS service, or, if the FCC Rules and policies contain no such standard, with reference to coverage maps then employed by Clearwire in the Geographic Market for marketing to prospective customers. (c) The "Build-out Failure Financial Royalty" shall apply when and during the time that: (i) Clearwire is not in compliance with the then-applicable Build-out Condition, or (ii) Clearwire is not in compliance with Section 7.11(b). (d) The Build-out Failure Financial Royalty shall be an amount equal [***] of the applicable Monthly Royalties (adjusted for the Limited CPI Adjustment) due to be paid with respect to the quantity of EBS Spectrum measured in MhzPops for which Clearwire has failed to meet the requirements of Section 7.11(a) and (b) above. (e) The monthly amount of the Build-out Failure Financial Royalty shall be distributed pro-rata to each Licensee which operates an EBS system in a Geographic Market where: (i) the Build-out Condition has not been met, or the Build-out Condition has been met, but the requirement of Section 7.11(b) above has not been met. The amount of Build-out Failure Financial Royalty each such Licensee receives shall be determined pro-rata according to the MHzPops of its EBS Stations meeting the criteria set forth in (i) and/or (ii) above. At the option of the affected Licensee, in lieu of accepting its pro rata share of Build-out Failure Financial Royalty such Licensee may instead accept equivalent Access Royalties and other services in one or more other Geographic Markets served by Clearwire.

Build-Out. (a) For those Geographic Markets where (i) Clearwire and its Affiliates have the use of eight or more channels of EBS and/or BRS spectrum with substantially overlapping GSAs, and (ii) Clearwire has entered into an IUA with an EBS Spectrum Group Licensee for EBS spectrum in such Geographic Market (the "Build-out Markets"): (A) Clearwire or its Affiliate shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the earliest Commencement Date of an IUA executed between Clearwire and a Licensee ("First Commencement Date"), (B) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date, and (C) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS Spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date (such clauses (A), (B) and (C) referred to as the "Build-out Condition"). (b) In each Build-out Market where Clearwire has commenced construction of a wireless broadband network pursuant to Section 7.11(a) above, Clearwire shall deliver wireless broadband service to [***] of the then-current GSA population of each EBS Spectrum Group EBS system within [***] of the completion of the bandplan transition in the local Basic Trading Area and notification of completion per Section 27.1235 of the FCC Rules. For the purpose of this Agreement, population shall be considered to be served by applying the then-current standard set forth in the FCC Rules or policies for substantial service in the EBS service, <PAGE> or, if the FCC Rules and policies contain no such standard, with reference to coverage maps then employed by Clearwire in the Geographic Market for marketing to prospective customers. (c) The "Build-out Failure Financial Royalty" shall apply when and during the time that: (i) Clearwire is not in compliance with the then-applicable Build-out Condition, or (ii) Clearwire is not in compliance with Section 7.11(b). (d) The Build-out Failure Financial Royalty shall be an amount equal [***] of the applicable Monthly Royalties (adjusted for the Limited CPI Adjustment) due to be paid with respect to the quantity of EBS Spectrum measured in MhzPops for which Clearwire has failed to meet the requirements of Section 7.11(a) and (b) above. (e) The monthly amount of the Build-out Failure Financial Royalty shall be distributed pro-rata to each Licensee which operates an EBS system in a Geographic Market where: (i) the Build-out Condition has not been met, or the Build-out Condition has been met, but the requirement of Section 7.11(b) above has not been met. The amount of Build-out Failure Financial Royalty each such Licensee receives shall be determined pro-rata according to the MHzPops of its EBS Stations meeting the criteria set forth in (i) and/or (ii) above. At the option of the affected Licensee, in lieu of accepting its pro rata share of Build-out Failure Financial Royalty such Licensee may instead accept equivalent Access Royalties and other services in one or more other Geographic Markets served by Clearwire. ARTICLE VIII. INFORMATION SHARING OBLIGATIONS AND CONSULTATION REGARDING ACCESS RIGHT ROYALTIES AND CERTAIN OTHER COVENANTS Section 8.01. Overview of Consultation/Information Exchange Requirements.

Build-Out. (a) For those Geographic Markets where (i) Clearwire and its Affiliates have the use of eight or more channels of EBS and/or BRS spectrum with substantially overlapping GSAs, and (ii) Clearwire has entered into an IUA with an EBS Spectrum Group Licensee for EBS spectrum in such Geographic Market (the "Build-out Markets"): (A) Clearwire or its Affiliate shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the earliest Commencement Date of an IUA executed between Clearwire and a Licensee ("First Commencement Date"), (B) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date, and (C) Clearwire or its Affiliates shall commence construction of wireless broadband networks with respect to [***] of the EBS Spectrum (measured on the basis of MHzPops) of the Build-out Markets within [***] of the First Commencement Date (such clauses (A), (B) and (C) referred to as the "Build-out Condition"). (b) In each Build-out Market where Clearwire has commenced construction of a wireless broadband network pursuant to Section 7.11(a) above, Clearwire shall deliver wireless broadband service to [***] of the then-current GSA population of each EBS Spectrum Group EBS system within [***] of the completion of the bandplan transition in the local Basic Trading Area and notification of completion per Section 27.1235 of the FCC Rules. For the purpose of this Agreement, population shall be considered to be served by applying the then-current standard set forth in the FCC Rules or policies for substantial service in the EBS service, [*** Confidential Treatment Requested] or, if the FCC Rules and policies contain no such standard, with reference to coverage maps then employed by Clearwire in the Geographic Market for marketing to prospective customers. (c) The "Build-out Failure Financial Royalty" shall apply when and during the time that: (i) Clearwire is not in compliance with the then-applicable Build-out Condition, or (ii) Clearwire is not in compliance with Section 7.11(b). (d) The Build-out Failure Financial Royalty shall be an amount equal [***] of the applicable Monthly Royalties (adjusted for the Limited CPI Adjustment) due to be paid with respect to the quantity of EBS Spectrum measured in MhzPops for which Clearwire has failed to meet the requirements of Section 7.11(a) and (b) above. (e) The monthly amount of the Build-out Failure Financial Royalty shall be distributed pro-rata to each Licensee which operates an EBS system in a Geographic Market where: (i) the Build-out Condition has not been met, or the Build-out Condition has been met, but the requirement of Section 7.11(b) above has not been met. The amount of Build-out Failure Financial Royalty each such Licensee receives shall be determined pro-rata according to the MHzPops of its EBS Stations meeting the criteria set forth in (i) and/or (ii) above. At the option of the affected Licensee, in lieu of accepting its pro rata share of Build-out Failure Financial Royalty such Licensee may instead accept equivalent Access Royalties and other services in one or more other Geographic Markets served by Clearwire.