Common use of Build-Out Clause in Contracts

Build-Out. (a) Within thirty (30) days of the release of the Public Notice by the FCC announcing that Royal Street is the Successful Bidder for any license issued pursuant to Auction N▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and MetroPCS shall CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, M▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES endeavor to meet to discuss plans for the construction of the system or systems that the FCC has announced will be awarded to Royal Street. The Management Committee shall select a group of officers and management level persons, (the “Construction Group”), to develop in accordance with the directions provided by the Management Committee, a schedule for the construction and installation of the Royal Street Systems in each of the Markets in which Royal Street is the Successful Bidder, provided that the majority of such persons are employees of Royal Street or representatives of C9 Wireless and not employees or representatives of the MetroPCS Parties. Upon the request of Royal Street, MetroPCS shall provide information to the Construction Group that may be helpful in its preparation of such schedule including, but not limited to, reports and data. The schedule shall include (i) the order in which each of the Markets in which Royal Street is the Successful Bidder will be built and (ii) the date by which the Markets will be ready for testing and ready for service (“Construction Schedule”). The Construction Schedule shall include appropriate benchmarks for completion of the construction in each of the Markets in which Royal Street is the Successful Bidder, but in all events, each of those Markets shall be Built-Out in a timely fashion as may be required by the FCC rules such that no License is subject to being reclaimed by the FCC and no penalties may be imposed on Royal Street. (b) As promptly as practicable after receipt of the Construction Schedule, the Management Committee shall review the Construction Schedule and approve, modify or return the Schedule to the Construction Group for modification in accordance with the Management Committee’s direction. The Construction Group shall revise the Construction Schedule in accordance with the Management Committee’s directions. (c) Upon approval of the Construction Schedule, the Construction Group shall develop a Construction Plan for each Market, which shall set forth the plans for construction of the specific Market, including (i) the location of the proposed Cell Sites, (ii) the vendors for switches and base stations, and the facilities and vendors to be used to interconnect the Cell Sites, (iii) the budget for the construction and implementation, (iv) the manner in which the system will be interconnected to the landline telephone network, and (v) such other specifications as the Construction Group may include (the “Construction Plan”). Royal Street may, in its sole discretion, request that MetroPCS provide information to the Construction Group that may be useful in its preparation of the Construction Plan. The Construction Plan for each Market shall be submitted to the Management Committee for its approval in sufficient time for construction of the system in that Market to be completed in accordance with the Construction Schedule. CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, M▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES (d) The Management Committee shall review the Construction Plan as promptly as is practicable after receipt, and approve, modify or return the Plan to the Construction Group for modification in accordance with the Management Committee’s direction. The Construction Group shall resubmit promptly thereafter any returned Proposal to the Management Committee for approval. As promptly as practicable following receipt of the revised Construction Plan, the Management Committee shall approve or modify the Plan and may direct MetroPCS to implement the Construction Plan as specified by the Management Committee. (e) The Construction Plan will implement a technical services plan (the “Technical Services Plan”) to be developed by the Construction Group and the Management Committee. Based upon the independent technology platform assessment conducted by R▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇’s business determination that it is in its interest to maintain nationwide compatibility and interoperability with other systems owned or operated by MetroPCS, the Plan will be designed to maximize the benefits that Royal Street and MetroPCS, collectively, may obtain from the other CMRS systems owned, controlled or operated by MetroPCS. To that end, the Parties agree, subject to the understandings reflected in this Section 5.1, to cooperate to assure technical and operational compatibility between the Royal Street Systems and the CMRS systems owned, controlled or operated by MetroPCS with respect to the following matters, among others: (i) The technology-based platforms of the Royal Street Systems will be compatible and interoperable with those of MetroPCS, as the Parties may specify in each Market, in order to permit nationwide, and where appropriate, worldwide roaming among the systems; (ii) The Royal Street Systems will be capable of offering subscribers and roamers with the services, features, and functions offered by the CMRS systems owned, controlled or operated by MetroPCS that use the same technology, i.e. CDMA; (iii) To the extent technically feasible, the digital technology standards used by the Royal Street Systems will permit seamless interoperation and roaming with the digital systems owned, controlled or operated by MetroPCS; and (iv) The Royal Street Systems will satisfy all applicable construction and other service requirements imposed by the FCC. (f) The Technical Services Plan also will address matters related to interconnect fees and standards for coverage, quality of coverage, dropped calls, customer service and reliability. CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, M▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES (g) Upon request of Royal Street, MetroPCS will assist in the construction and installation of the Royal Street Systems to be deployed in the Markets in which Royal Street is the Successful Bidder. MetroPCS’s performance shall be subject to review, oversight and direction of the Management Committee. (h) In order to permit Royal Street to have the benefit of MetroPCS’ discounts from vendors of telecommunications infrastructure, and in order to enhance the purchasing power of MetroPCS with vendors by increasing the volume of the MetroPCS purchases from the vendors, the Equipment and Facilities required by Royal Street to operate the Royal Street Systems in accordance with the Business Plan shall, at Royal Street’s request, be acquired by MetroPCS and leased to Royal Street pursuant to a Master Equipment and Facilities Lease Agreement substantially in the form of Appendix A hereto. The terms of the Master Equipment and Facilities Lease Agreement shall be commercially reasonable taking into consideration the useful life of the leased equipment, its salvage value at the end of the lease term, and the parties’ expectation that MetroPCS ***. Notwithstanding the fact that Royal Street is the lessee rather than the beneficial owner of the Equipment and Facilities, Royal Street shall have Unfettered Access to the Equipment and Facilities at all times.