Encumbered Spectrum Capacity Clause Samples

Encumbered Spectrum Capacity. Each Licensee will comply with all material provisions of its agreements with third parties applicable to the [***] subject to such Licensee's rights incident to a default of the other party thereto or incident to a <PAGE> force majeure event. When and if such [***] becomes Available, Licensee and Clearwire shall enter into an IUA hereunder with respect to such EBS Spectrum Capacity in accordance with the applicable procedures for a Subsequent Closing under ARTICLE IV. The term "Available" with respect to previously [***] means that (A) the Commercial Spectrum Capacity on the Channels in the Market Area subject to the IUA is not encumbered by any Lien, including, but not limited to, any purchase option, right of first refusal, or other contractual obligation of Licensee (each a "Third Party Agreement") (excluding interference consents, interference agreements or similar agreements pertaining to the technical operation of the Channels granted or entered into prior to the Effective Date of the IUA) and (B) the Licensee is able to make all of the representations and warranties contained in the IUA and to perform the applicable covenants in the IUA. (i) PRETC [***]. With respect to PRETC, the Parties acknowledge that PRETC has agreed to negotiate in good faith for the renewal of its current excess capacity agreement for the C channel group in Portland, Oregon with the Person identified on Schedule A, which agreement expires on August 2, 2006 ("Portland Agreement"). If PRETC fails to renew the Portland Agreement prior to September 1, 2006, PRETC will on September 1, 2006, notify Clearwire in writing of such fact. In the event of non-renewal, after such date either PRETC or Clearwire shall have the right, upon written notice to the other Party, to require the other Party to enter into an IUA in the form attached as Exhibit II-B hereto as provided in this Section 1.02(b) following such notice. If neither Party informs the other of its desire to enter into an IUA within 180 days after such notice, either Party may terminate the provisions of this Section 1.02(b)(i) if the other Party again fails to provide notice of its desire to enter into an IUA within ten (10) days after an additional notice from the Party desiring to terminate this Section 1.02(b)(i). (ii) DAETC [***] With respect to DAETC, the Parties acknowledge that DAETC has agreed to negotiate in good faith for the renewal of its current excess capacity agreement for two of the four D group channels at [*...