Common use of SWAPS AND EXCHANGES OF LICENSES WITH NEXTEL GROUP Clause in Contracts

SWAPS AND EXCHANGES OF LICENSES WITH NEXTEL GROUP. In lieu of issuing Equity in consideration for licenses as provided in Section 4.3, the Company may elect to assign Old Licenses for Old Frequencies to NWIP in exchange for New Licenses for New Frequencies, in accordance with the following provisions: A. If the Frequency Acquisition Amount is greater than zero (after giving effect to any proposed license or frequency exchange pursuant to this Section 4.4), the Company may exchange an Old Frequency in any Build Area for a New Frequency in the same or any other Build Area without NWIP's consent or approval. B. After the Frequency Acquisition Amount has been reduced to zero, the Company shall have the right to exchange: 1. for a New Frequency in any Build Area, an Old Frequency in the same Build Area: a. without the consent of NWIP, if the Old Frequency has substantially the same coverage characteristics as the New Frequency, and b. with the consent of NWIP not to be unreasonably withheld, if the Old Frequency does not have substantially the same coverage characteristics as the New Frequency; and 2. for a New Frequency in any Build Area, an Old Frequency in a different Build Area, with the consent of NWIP not to be unreasonably withheld, if the New Frequency is licensed to any member of the Nextel Group (other than License Co.) on the date hereof. Exhibit 4.4 lists the frequencies that are licensed on the date of this Agreement to a member of the Nextel Group (other than License Co.) (the "Nextel Retained Frequencies"). C. For any exchange, the Company shall cause appropriate applications to be filed with the FCC for the approval of the assignment to NWIP (or another member of the Nextel Group designated by NWIP) of such Old Licenses. Pending FCC approval of such assignment, the Company will, if NWIP so requests, or will cause License Co. to, grant to NWIP (or such other member of the Nextel Group) the right to manage the use of the frequencies subject to such Old Licenses, subject to the terms of a management agreement in substantially the form of the Interim Management Agreement, such grant to be made on or prior to the date of filing of the assignment applications with the FCC. D. For any exchange, the aggregate Frequency Value of the Old Frequencies being exchanged, together (if necessary) with Equity issued to NWIP pursuant to Section 4.3, must be equal to the aggregate Frequency Value of the New Frequencies being acquired. E. For any exchange, the Frequency Acquisition Amount, if not already zero, will be reduced by an amount equal to the aggregate Frequency Value of the Old Frequencies being exchanged.