Common use of INTERFERENCE CONSENTS Clause in Contracts

INTERFERENCE CONSENTS. Upon advance written notice to Licensee given after the Commencement Date, Clearwire shall have the right to enter into agreements ("INTERFERENCE CONSENTS") allowing third party licensees and operators to operate transmitters that cause greater levels of signal strength within the Licensee's GSA than otherwise is permitted under Part 27 of FCC Rules in order to coordinate Clearwire's operations in Licensee's GSA with those of third parties. This right shall apply only to such Interference Consents ("CONFORMING INTERFERENCE CONSENTS") as (1) by their terms expire upon the earlier of the expiration or termination of this Agreement; (2) do not result in or allow operations as may result in a degradation in the value of the Channels or any impairment of the FCC License for the Channels that is material or will continue beyond the expiration or termination of this Agreement; (3) are limited to terms and conditions providing for fair and reciprocal rights and limitations for and on the operation of Licensee's facilities and the facilities of the other party in connection with system coordination inside Licensee's GSA and at Licensee's GSA boundaries and provisions ancillary thereto, but not channel swapping; (4) do not cede, grant or provide any part of the Licensee's GSA or channel capacity to a third party; (5) do not allow the placement of third party transmitters operating on the frequencies of any of the Channels within the Licensee's GSA, except for transmitters operated pursuant to Special Temporary Authority for not more than a total of 180 days plus a renewal period of not more than 180 days, and in any event ending prior to the expiration or termination of this Agreement; and (6) do not prevent the construction of facilities sufficient to qualify the Licensee for a substantial service safe harbor pursuant to the terms of this Agreement. Third-party rights to use Licensee's GSA or channel capacity other than those matters related above are to be handled in accordance with the assignment or sublicensing provisions of this Agreement. All Interference Consents entered into by Clearwire pursuant to this Section shall provide that the Licensee has the right to require the third party to cease operations that required the Interference Consent to exist upon the expiration or termination of this Agreement, including the right of specific performance of such requirement and the payment by the third party of attorneys' fees in enforcing that right, and that such rights shall not be affected or diminished by any default by Clearwire. Except in connection with a permitted assignment of this Agreement itself, Clearwire shall have no right or power to assign any such Interference Consent, it being understood that Clearwire's rights to enter such Interference Consents is based upon a special relationship with Licensee. Unless termination results from Licensee's material breach of this Agreement, Clearwire shall be responsible for any unreimbursed cost or damages to Licensee as a result of a third party's failure to cease operations upon expiration or termination of the Agreement, and shall pay Licensee's legal fees in connection with enforcement of the Interference Consent. The rights in this paragraph shall survive the expiration or termination of this Agreement for any cause. Clearwire shall not enter into any Interference Consent, or any amendment or supplement thereto, without first giving Licensee and its counsel thirty (30) days advanced written notice or such lesser time as may be required by the exigencies of the situation but no less than ten (10) days (the "NOTICE PERIOD") of Clearwire's intention to enter into the consent, amendment or supplement, along with a complete and unredacted form of the consent, amendment or supplement (and any documents to which it refers) and a statement of the Notice Period applicable thereto. In the event that Clearwire intends to execute an Interference Consent, or any amendment or supplement thereto, that materially or substantively differs from the form previously supplied to Licensee, Clearwire shall once again follow the procedure and requirements of the immediately preceding sentence as though no notice of the document in the prior form had been given. During the Notice Period applicable to any proposed Interference Consent, or any amendment or supplement thereto, Clearwire shall answer questions and entertain comments and suggestions of the Licensee. The failure of Licensee to object to any proposed Interference Consent, or any amendment or supplement thereto, shall not constitute a waiver of this Section 8 or be construed as Licensee's implied endorsement of such proposed consent, amendment or supplement.

INTERFERENCE CONSENTS. Upon advance written notice to Licensee given after the Commencement Date, Clearwire shall have the right to enter into agreements ("INTERFERENCE CONSENTS") allowing third party licensees and operators to operate transmitters that cause greater levels of signal strength within the Licensee's GSA than otherwise is permitted under Part 27 of FCC Rules in order to coordinate Clearwire's operations in Licensee's GSA with those of third parties. This right shall apply only to such Interference Consents ("CONFORMING INTERFERENCE CONSENTS") as (1) by their [*** Confidential Treatment Requested] terms expire upon the earlier of the expiration or termination of this Agreement; (2) do not result in or allow operations as may result in a degradation in the value of the Channels or any impairment of the FCC License for the Channels that is material or will continue beyond the expiration or termination of this Agreement; (3) are limited to terms and conditions providing for fair and reciprocal rights and limitations for and on the operation of Licensee's facilities and the facilities of the other party in connection with system coordination inside Licensee's GSA and at Licensee's GSA boundaries and provisions ancillary thereto, but not channel swapping; (4) do not cede, grant or provide any part of the Licensee's GSA or channel capacity to a third party; (5) do not allow the placement of third party transmitters operating on the frequencies of any of the Channels within the Licensee's GSA, except for transmitters operated pursuant to Special Temporary Authority for not more than a total of 180 days plus a renewal period of not more than 180 days, and in any event ending prior to the expiration or termination of this Agreement; and (6) do not prevent the construction of facilities sufficient to qualify the Licensee for a substantial service safe harbor pursuant to the terms of this Agreement. Third-party rights to use Licensee's GSA or channel capacity other than those matters related above are to be handled in accordance with the assignment or sublicensing provisions of this Agreement. All Interference Consents entered into by Clearwire pursuant to this Section shall provide that the Licensee has the right to require the third party to cease operations that required the Interference Consent to exist upon the expiration or termination of this Agreement, including the right of specific performance of such requirement and the payment by the third party of attorneys' fees in enforcing that right, and that such rights shall not be affected or diminished by any default by Clearwire. Except in connection with a permitted assignment of this Agreement itself, Clearwire shall have no right or power to assign any such Interference Consent, it being understood that Clearwire's rights to enter such Interference Consents is based upon a special relationship with Licensee. Unless termination results from Licensee's material breach of this Agreement, Clearwire shall be responsible for any unreimbursed cost or damages to Licensee as a result of a third party's failure to cease operations upon expiration or termination of the Agreement, and shall pay Licensee's legal fees in connection with enforcement of the Interference Consent. The rights in this paragraph shall survive the expiration or termination of this Agreement for any cause. Clearwire shall not enter into any Interference Consent, or any amendment or supplement thereto, without first giving Licensee and its counsel thirty (30) days advanced written notice or such lesser time as may be required by the exigencies of the situation but no less than ten (10) days (the "NOTICE PERIOD") of Clearwire's intention to enter into the consent, amendment or supplement, along with a complete and unredacted form of the consent, amendment or supplement (and any documents to which it refers) and a statement of the Notice Period applicable thereto. In the event that Clearwire intends to execute an Interference Consent, or any amendment or supplement thereto, that materially or substantively differs from the form previously supplied to Licensee, Clearwire shall once again follow the procedure and requirements of the immediately preceding sentence as though no notice of the document in the prior form had been given. During the Notice Period applicable to any proposed Interference Consent, or any amendment or supplement thereto, Clearwire shall answer questions and entertain comments and suggestions of the Licensee. The failure of Licensee to object to any proposed Interference Consent, or any amendment or supplement thereto, shall not constitute a waiver of this Section 8 or be construed as Licensee's implied endorsement of such proposed consent, amendment or supplement.