Common use of INTERFERENCE CONSENTS Clause in Contracts

INTERFERENCE CONSENTS. Except as disclosed in Exhibit D, Licensee has not, within eleven (11) years of the Effective Date, executed any Interference Consent. Neither Party shall execute any Interference Consent or request a waiver of FCC Rules affecting the Channels or the Licenses without the other Party's advance written consent, such consent not to be unreasonably withheld, refused or delayed; provided, however, that Licensee may request a waiver of FCC Rules if it reasonably determines such waiver is necessary to preserve the Licenses or to prevent a material adverse effect to the Licenses. Licensee shall execute any Interference Consent and consent to any waiver of FCC Rules, upon reasonable request by Clearwire; provided, however, that Licensee shall have no obligation to execute any Interference Consent or consent to any waiver of FCC Rules, if Licensee reasonably determines that such consent would (i) result in interference to the use of Licensee's Reserved Capacity, (ii) result in interference to a third party in violation of FCC Rules; (iii) result in any other violation of FCC Rules; (iv) result in a material difference in any of the Channels' GSAs upon expiration or termination of this Agreement; or (v) have a material adverse affect on the value of the Licenses or the Channels upon the expiration or termination of this Agreement.

INTERFERENCE CONSENTS. Except as disclosed in Exhibit D, Licensee has not, within eleven (11) years of the Effective Date, executed any Interference Consent. Neither Party shall execute any Interference Consent or request a waiver of FCC Rules affecting the Channels or the Licenses without the other Party's advance written consent, such consent not to be unreasonably withheld, refused or delayed; provided, however, that Licensee may request a waiver of FCC Rules if it reasonably determines such waiver is necessary to preserve the Licenses or to prevent a material adverse effect to the Licenses. Licensee shall execute any Interference Consent and consent to any waiver of FCC Rules, upon reasonable request by Clearwire; provided, however, that Licensee shall have no obligation to execute any Interference Consent or consent to any waiver of FCC Rules, if Licensee reasonably determines that such consent would (i) result in interference to the use of Licensee's Reserved Capacity, (ii) result in interference to a third party in violation of [*** Confidential Treatment Requested] FCC Rules; (iii) result in any other violation of FCC Rules; (iv) result in a material difference in any of the Channels' GSAs upon expiration or termination of this Agreement; or (v) have a material adverse affect on the value of the Licenses or the Channels upon the expiration or termination of this Agreement.