Common use of FCC Transitions Clause in Contracts

FCC Transitions. (a) The Parties acknowledge that Operator may be required to transition certain Spectrum pursuant to certain provisions of the New FCC Order (such provisions the "FCC Market Transition Rules") prior to utilizing such Spectrum hereunder. In serving as a "Proponent" pursuant to the FCC Market Transition Rules, Operator will not take any action that (i) would impair the ability of Sprint or Operator to perform any obligation under any Primary Lease or Rejected Primary Lease, or (ii) is not principally related to improving the ability of Operator to use such Spectrum to provide the services contemplated under this Agreement. (b) If a third party (including a Third Party Licensee) serves as a Proponent in connection with any Spectrum, Operator will take such steps as are reasonably necessary to assure that the transition is accomplished in a manner that (i) would not impair the ability of Sprint or Operator to perform any obligation under any Primary Lease or Rejected Primary Lease, or (ii) is principally related to improving the ability of Operator to use such Spectrum to provide the services contemplated under this Agreement. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION (c) Notwithstanding the provisions of Section 5.7(a), if in transitioning any Spectrum, Operator is required by the FCC Market Transition Rules to transition any spectrum licensed to or leased by any Sprint Subsidiary or any affiliate of a Sprint Subsidiary in any market adjacent to any Closed Market, Operator will provide Sprint with at least 30 days advance notice before circulating a Transition Plan pursuant to the FCC Market Transition Rules and will afford the applicable Sprint Subsidiary or its affiliate the opportunity to serve as a Co-Proponent and to jointly develop a Transition Plan in conjunction with Operator. Sprint will notify Operator within 15 business days of receipt of such notice whether any Sprint Subsidiary or an affiliate of any Sprint Subsidiary elects to serve as a Co-Proponent and jointly develop a Transition Plan. In the development of any joint Transition Plan under this Section 5.7(c), the Co-Proponents will utilize their Efforts to assure that the transition (i) would not impair the ability of Operator or any Sprint Subsidiary or any Sprint Entity to perform under any spectrum lease in any Closed Market or any market adjacent to any Closed Market, including any Primary Lease or Rejected Primary Lease, and (ii) is principally related to improving the ability of each to use the spectrum in their respective markets in a manner that is spectrally efficient and cost efficient, giving due weight to the views of Sprint with respect to the transition within its markets and to the views of Operator with respect to the transition within the Closed Markets and any other adjacent markets operated by Operator. (d) If in transitioning any spectrum, any Sprint Subsidiary is required by the FCC Market Transition Rules to transition any spectrum licensed to or leased by Operator in any market adjacent to any Market, Sprint will provide Operator with at least 30 days advance notice before circulating a Transition Plan pursuant to the FCC Market Transition Rules and will afford Operator the opportunity to serve as a Co-Proponent and to jointly develop a Transition Plan in conjunction with Sprint Operator will notify Sprint within 15 business days of receipt of such notice whether it elects to serve as a Co-Proponent and jointly develop a Transition Plan. In the development of any joint Transition Plan under this Section 5.7(d), the Co-Proponents will utilize their Efforts to assure that the transition (i) would not impair the ability of Operator or any Sprint Subsidiary, or any affiliate of any Sprint Subsidiary to perform under any spectrum lease in any Market or any market adjacent to any Market, including any Primary Lease or Rejected Primary Lease, and (ii) is principally related to improving the ability of each to use the spectrum in their respective markets in a manner that is spectrally efficient and cost efficient, giving due weight to the views of Sprint with respect to the transition within its markets and to the views of Operator with respect to the transition within the Markets and any other adjacent markets operated by Operator. (e) Operator will transition each of the Closed Markets pursuant to the FCC Market Transition Rules no later than the latest date permitted under the FCC Market Transition Rules without placing any Sprint Authorization or Leased Authorization at risk of termination, non-renewal or reallocation. (f) All Costs incurred by any Sprint Subsidiary or an affiliate of any Sprint Subsidiary in connection with the development of transition plans and the implementation of transitions under this Section 5.7 will be allocated in accordance with the FCC Rules then in effect without regard to any Sprint Subsidiary or an affiliate of any Sprint Subsidiary serving as a Co-Proponent. SPRINT PROPRIETARY INFORMATION EXECUTION VERSION Article VI FEES AND EXPENSES