Build-Out. (a) The License Company hereby designates American III as the manager of the construction and installation of the License Company Systems to be deployed in each of the Markets in which the License Company or any of its Subsidiaries holds a License (each, a “License Company Market”), including negotiating and implementing arrangements for interconnection with the networks of other Telecommunications Carriers in the License Company Markets. American III’s performance shall be subject to the review, oversight and direction of the License Company. Notwithstanding any provision of this Agreement to the contrary, if the License Company and American III agree in their respective sole discretion that the License Company Systems shall connect to and utilize any mobile telephone switching equipment owned by American III, then the Parties shall enter into a separate agreement setting forth the rights and responsibilities of the Parties with respect to such switch sharing arrangements. (b) Within *** of the release of the Public Notice by the FCC announcing that the License Company is a Winning Bidder, the License Company and American III shall meet to discuss plans for the construction of the system or systems authorized for use under the subject License or Licenses. The License Company shall designate one or more individuals to constitute the Construction Group (the “Construction Group”), which, in turn, shall develop in accordance with the directions provided by the License Company, a schedule for the construction and installation of the License Company Systems in each of the License Company Markets, which schedule may, in the discretion of the License Company, provide for the satisfaction of the Construction Requirement applicable to all Licenses within a period to be specified by the License Company, but in no event prior to the date that is thirty-six (36) months after the date of the last Initial Grant Date, and in all events 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 the License Company, and subject to appropriate extension in the event that the Licenses are subject to any spectrum clearing requirements of the FCC. The schedule shall include (i) the order in which each of the subject Markets 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 License Company Markets. The License Company, at its sole discretion, may request that American III provide information to the Construction Group that may be helpful in its preparation of the Construction Schedule including reports and data, and American III shall provide such information to the extent it is reasonably available. All members of the Construction Group shall serve at the pleasure of the License Company, and the License Company may modify the composition of the Construction Group, including by removing any member thereof or designating additional individuals to serve thereon, or eliminate the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Construction Group altogether (in which case the License Company shall perform the responsibilities of the Construction Group specified herein), all in its sole discretion. (c) Within thirty (30) days of receipt of the Construction Schedule, or as promptly thereafter as practicable, the License Company, in consultation with American III, shall review the Construction Schedule and approve, modify or return the Schedule to the Construction Group for modification in accordance with the License Company’s direction. The Construction Group shall revise the Construction Schedule in accordance with the License Company’s directions; provided that American III shall not be required to satisfy the Construction Requirement for any Licenses at any time prior to the date that is thirty-six (36) months after the date of the last Initial Grant Date, subject to appropriate extension in the event that the Licenses are subject to any spectrum clearing requirements of the FCC or any extension provided by the FCC. (d) Upon approval of the Construction Schedule, the Construction Group shall develop a construction plan for each License Company Market, which shall be consistent with the Construction Schedule and shall set forth the plans for construction of the specific Market, including (i) the location of the proposed cell sites; (ii) 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 networks of other Telecommunications Carriers and (v) such other specifications as the Construction Group deems to be useful or necessary (each, a “Construction Plan”). The License Company, at its sole discretion, may request that American III provide information to the Construction Group that may be helpful in its preparation of the Construction Plan including reports and data, and American III shall provide such information to the extent it is reasonably available. The Construction Plan for each Market shall be submitted to the License Company for its approval in sufficient time for American III to complete construction of the system in that License Company Market in accordance with the Construction Schedule. (e) The License Company, in consultation with American III, shall review each Construction Plan within *** of its submission to the License Company, or as promptly thereafter as is practicable, and approve, modify, or return the Construction Plan to the Construction Group for modification in accordance with the License Company’s direction. The Construction Group shall resubmit any returned Construction Plan to the License Company for approval within *** of receipt of the License Company’s comments. Within *** after receipt of the revised Construction Plan, the License Company shall approve or modify the Construction Plan and direct American III to implement the Construction Plan as specified by the License Company. (f) The License Company shall, after consultation with American III, develop a technical services plan for the License Company Markets, which plan will address matters related to national distribution/accounts, billing, customer care, activation, credit checks, handset logistics, home locator record, voicemail, prepaid services, directory assistance, operator services, fees, roaming clearing house fees, interconnect fees, inter-service area fees such that the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provision of service is transparent to the customer and standards for coverage, quality of coverage, dropped calls, customer service, and reliability (the “Technical Services Plan”). (g) American III will negotiate, as agent for and on behalf of the License Company and its Subsidiaries, all leases or property interests necessary to construct and install the License Company Systems, including tower sites, transmitter buildings, or similar facilities; provided that no such lease or instrument securing any such property interests shall be effective until approved and executed by the License Company or the applicable Subsidiary. All property interests, including any licenses or easements in connection with the construction and operation of the License Company Systems shall be held in the name of one of the License Company’s Subsidiaries that does not hold any Licenses. (h) American III will make commercially reasonable efforts to assist the License Company and its Subsidiaries in obtaining discounts from vendors of telecommunications infrastructure, billing services and equipment, as long as American III retains an indirect equity interest in the License Company.
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Build-Out. (a) The License Company hereby designates American III II as the manager of the construction and installation of the License Company Systems to be deployed in each of the Markets in which the License Company or any of its Subsidiaries holds a License (each, a “License Company Market”), including negotiating and implementing arrangements for interconnection with the networks of other Telecommunications Carriers in the License Company Markets. American IIIII’s performance shall be subject to the review, oversight and direction of the License Company. Notwithstanding any provision of this Agreement to the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. contrary, if the License Company and American III II agree in their respective sole discretion that the License Company Systems shall connect to and utilize any mobile telephone switching equipment owned by American IIIII, then the Parties shall enter into a separate agreement setting forth the rights and responsibilities of the Parties with respect to such switch sharing arrangements.
(b) Within *** of the release of the Public Notice by the FCC announcing that the License Company is a Winning Bidder, the License Company and American III II shall meet to discuss plans for the construction of the system or systems authorized for use under the subject License or Licenses. The License Company shall designate one or more individuals to constitute the Construction Group (the “Construction Group”), which, in turn, shall develop in accordance with the directions provided by the License Company, a schedule for the construction and installation of the License Company Systems in each of the License Company Markets, which schedule may, in the discretion of the License Company, provide for the satisfaction of the Construction Requirement applicable to all Licenses within a period to be specified by the License Company, but in no event prior to the date that is thirty-six (36) months after the date of the last Initial Grant Date, and in all events 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 the License Company, and subject to appropriate extension in the event that the Licenses are subject to any spectrum clearing requirements of the FCC. The schedule shall include (i) the order in which each of the subject Markets 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 License Company Markets. The License Company, at its sole discretion, may request that American III II provide information to the Construction Group that may be helpful in its preparation of the Construction Schedule including reports and data, and American III II shall provide such information to the extent it is reasonably available. All members of the Construction Group shall serve at the pleasure of the License Company, and the License Company may modify the composition of the Construction Group, including by removing any member thereof or designating additional individuals to serve thereon, or eliminate the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Construction Group altogether (in which case the License Company shall perform the responsibilities of the Construction Group specified herein), all in its sole discretion.
(c) Within thirty (30) days of receipt of the Construction Schedule, or as promptly thereafter as practicable, the License Company, in consultation with American IIIII, shall review the Construction Schedule and approve, modify or return the Schedule to the Construction Group for modification in accordance with the License Company’s direction. The Construction Group shall revise the Construction Schedule in accordance with the License Company’s directions; provided that American III II shall not be required to satisfy the Construction Requirement for any Licenses at any time prior to the date that is thirty-six (36) months after the date of the last Initial Grant Date, subject to appropriate extension in the event that the Licenses are subject to any spectrum clearing requirements of the FCC or any extension provided by the FCC. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.
(d) Upon approval of the Construction Schedule, the Construction Group shall develop a construction plan for each License Company Market, which shall be consistent with the Construction Schedule and shall set forth the plans for construction of the specific Market, including (i) the location of the proposed cell sites; (ii) 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 networks of other Telecommunications Carriers and (v) such other specifications as the Construction Group deems to be useful or necessary (each, a “Construction Plan”). The License Company, at its sole discretion, may request that American III II provide information to the Construction Group that may be helpful in its preparation of the Construction Plan including reports and data, and American III II shall provide such information to the extent it is reasonably available. The Construction Plan for each Market shall be submitted to the License Company for its approval in sufficient time for American III II to complete construction of the system in that License Company Market in accordance with the Construction Schedule.
(e) The License Company, in consultation with American IIIII, shall review each Construction Plan within *** of its submission to the License Company, or as promptly thereafter as is practicable, and approve, modify, or return the Construction Plan to the Construction Group for modification in accordance with the License Company’s direction. The Construction Group shall resubmit any returned Construction Plan to the License Company for approval within *** of receipt of the License Company’s comments. Within *** after receipt of the revised Construction Plan, the License Company shall approve or modify the Construction Plan and direct American III II to implement the Construction Plan as specified by the License Company.
(f) The License Company shall, after consultation with American IIIII, develop a technical services plan for the License Company Markets, which plan will address matters related to national distribution/accounts, billing, customer care, activation, credit checks, handset logistics, home locator record, voicemail, prepaid services, directory assistance, operator services, fees, roaming clearing house fees, interconnect fees, inter-service area fees such that the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. provision of service is transparent to the customer and standards for coverage, quality of coverage, dropped calls, customer service, and reliability (the “Technical Services Plan”).
(g) American III II will negotiate, as agent for and on behalf of the License Company and its Subsidiaries, all leases or property interests necessary to construct and install the License Company Systems, including tower sites, transmitter buildings, or similar facilities; provided that no such lease or instrument securing any such property interests shall be effective until approved and executed by the License Company or the applicable Subsidiary. All property interests, including any licenses or easements in connection with the construction and operation of the License Company Systems shall be held in the name of one of the License Company’s Subsidiaries that does not hold any Licenses.
(h) American III II will make commercially reasonable efforts to assist the License Company and its Subsidiaries in obtaining discounts from vendors of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. telecommunications infrastructure, billing services and equipment, as long as American III II retains an indirect equity interest in the License Company.
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