Common use of System Parameters Clause in Contracts

System Parameters. During the Operational Period, Operator shall purchase and maintain, at Operator's expense, all equipment necessary to operate the System in accordance with the terms of this Agreement and the Licenses. (i) The current primary transmission site(s) of Licensee's ITFS Channels are identified in Exhibit A (as such sites may be changed from time to time, the "Primary Transmission Sites"). During the Operational Period, Operator shall purchase at Operator's expense and lease to Licensee all equipment located at Primary Transmission Sites which regularly operates on the ITFS Channels (the "Primary Transmission Equipment"). Subject to PARAGRAPH 26, Operator shall maintain and operate the Primary Transmission Equipment during the Term of this Agreement solely at its expense. (ii) During the Operational Period, if any of the ITFS Channels regularly is transmitted at Operator's request by an FCC-licensed booster station (a "Licensed Booster Station"), Operator shall purchase and maintain, at Operator's expense, and lease to Licensee the equipment associated with such Licensed Booster Station to transmit each ITFS Channel in the System then-authorized to Licensee (the "High Power Booster Station Equipment"). When, during the Operational Period, any of the ITFS Channels is regularly transmitted at Operator's request by a Licensed Booster Station that does not require an FCC license ("Unlicensed Booster Station"), Operator shall lease to Licensee the equipment associated with such Unlicensed Booster Station to transmit the ITFS Channel ("Low Power Booster Station Equipment"). (iii) During the Operational Period, Operator shall supply Licensee with the right, at Operator's expense, to use the signal processing equipment and associated software, if any, that processes the signal(s) transmitted over transmission capacity then allocated or provided to Licensee under PARAGRAPH 2. (iv) During the Operational Period, Operator shall supply Licensee with a right to use, at no expense to Licensee, all reception equipment at each Unlicensed Booster Station regularly transmitting and/or receiving an ITFS Channel. (v) During the Operational Period, Operator shall purchase and maintain, at Operator's expense, and lease to Licensee, all hub receive site receiving equipment ("Hub Receive Equipment") tuned or regularly used to receive any ITFS Channel at any hub receive site ("Hub Receive Site"). (vi) During the Operational Period, Operator shall purchase, maintain and replace for Licensee, at Operator's expense, and shall supply Licensee with the right to use, the shared radio frequency equipment at each Primary Transmission Site (the "Common Equipment"), at each Licensed Booster Station site and at each Hub Receive Site, including antenna and wave guide, if any. During the Operational Period, Operator shall supply Licensee with a right to use, at no expense to Licensee, the equivalent equipment at each Unlicensed Booster Station site transmitting and Hub Receive Site regularly receiving an ITFS Channel to the extent necessary to transmit or receive such ITFS Channel during the Operational Period. (vii) Any and all leases provided for in this SUBPARAGRAPH 2(a) shall be subordinate to any lien, security interest or other rights of any secured lender or other secured party providing financing to Operator or to any Affiliate of Operator. (viii) All equipment and software leased or otherwise provided to Licensee pursuant to SUBPARAGRAPHS 2(a)(i)-(vii) shall be leased or otherwise provided for the sum of One Dollar ($1.00) per year. To the extent that any such equipment also operates on frequencies licensed to another FCC licensee, the lease provided herein shall be subject to the grant of a similar lease or use right to any such licensee. (ix) All equipment provided for in this SUBPARAGRAPH 2(a) shall be installed, maintained and operated by Operator in compliance with FCC Rules. (x) For purposes of this Agreement, any and all Primary Transmission Equipment, High Power Booster Station Equipment, if any, Low Power Booster Station Equipment, if any, Hub Receive Equipment, if any, Common Equipment, any related software, and any other transmission and/or reception equipment operating on the ITFS Channels in the Market Area, as such equipment may be modified, replaced, or upgraded by Operator from time to time, but not including response stations (return path) or other transmission and/or reception equipment located and operated at the premises of Licensee, a Permitted End User, or a customer of Operator (each, an "End User") for the transmission or reception of communications by any such End User and not for relay purposes, shall be referred to as "Transmission Equipment." Response stations (return path) or other transmission and/or reception equipment located and operated at the premises of an End User, for the transmission or reception of communications by any such End User and not for relay purposes shall be referred to as "Customer Premises Equipment". Consistent with SUBPARAGRAPH 2(b)(ii), the parties understand and agree that references in this Agreement to System elements and components (for example, Hub Receive Sites) shall not be construed to create an obligation on the part of Operator to utilize a particular network architecture, or to utilize any particular network equipment or components other than those selected by Operator in its business judgment from time to time, consistent with this Agreement (including SUBPARAGRAPH 2(b) AND 3(c)) and FCC Rules.

System Parameters. During the Operational Period, Operator shall purchase and maintain, at Operator's expense, all equipment necessary to operate the System in accordance with the terms of this Agreement and the Licenses. (i) The current primary transmission site(s) of Licensee's ITFS EBS Channels are identified in Exhibit A (as such sites may be changed from time to time, the "Primary Transmission Sites"). During the Operational Period, Operator shall purchase at Operator's expense and lease to Licensee all equipment located at Primary Transmission Sites which regularly operates on the ITFS EBS Channels (the "Primary Transmission Equipment"). Subject to PARAGRAPH 26, Operator shall maintain and operate the Primary Transmission Equipment during the Term of this Agreement solely at its expense. (ii) During the Operational Period, if any of the ITFS EBS Channels regularly is transmitted at Operator's request by an FCC-licensed booster station (a "Licensed Booster Station"), Operator shall purchase and maintain, at Operator's expense, and lease to Licensee the equipment associated with such Licensed Booster Station to transmit each ITFS EBS Channel in the System then-authorized to Licensee (the "High Power Booster Station Equipment"). When, during the Operational Period, any of the ITFS EBS Channels is regularly transmitted at Operator's request by a Licensed Booster Station that does not require an FCC license ("Unlicensed Booster Station"), Operator shall lease to Licensee the equipment associated with such Unlicensed Booster Station to transmit the ITFS EBS Channel ("Low Power Booster Station Equipment"). (iii) During the Operational Period, Operator shall supply Licensee with the right, at Operator's expense, to use the signal processing equipment and associated software, if any, that processes the signal(s) transmitted over transmission capacity then allocated or provided to Licensee under PARAGRAPH 2. (iv) During the Operational Period, Operator shall supply Licensee with a right to use, at no expense to Licensee, all reception equipment at each Unlicensed Booster Station regularly transmitting and/or receiving an ITFS EBS Channel. (v) During the Operational Period, Operator shall purchase and maintain, at Operator's expense, and lease to Licensee, all hub receive site receiving equipment ("Hub Receive Equipment") tuned or regularly used to receive any ITFS EBS Channel at any hub receive site ("Hub Receive Site"). (vi) During the Operational Period, Operator shall purchase, maintain and replace for Licensee, at Operator's expense, and shall supply Licensee with the right to use, the shared radio frequency equipment at each Primary Transmission Site (the "Common Equipment"), at each Licensed Booster Station site and at each Hub Receive Site, including antenna and wave guide, if any. During the Operational Period, Operator shall supply Licensee with a right to use, at no expense to Licensee, the equivalent equipment at each Unlicensed Booster Station site transmitting and Hub Receive Site regularly receiving an ITFS EBS Channel to the extent necessary to transmit or receive such ITFS EBS Channel during the Operational Period. (vii) Any and all leases provided for in this SUBPARAGRAPH 2(a) shall be subordinate to any lien, security interest or other rights of any secured lender or other secured party providing financing to Operator or to any Affiliate of Operator. (viii) All equipment and software leased or otherwise provided to Licensee pursuant to SUBPARAGRAPHS 2(a)(i)-(vii) shall be leased or otherwise provided for the sum of One Dollar ($1.00) per year. To the extent that any such equipment also operates on frequencies licensed to another FCC licensee, the lease provided herein shall be subject to the grant of a similar lease or use right to any such licensee. (ix) All equipment provided for in this SUBPARAGRAPH 2(a) shall be installed, maintained and operated by Operator in compliance with FCC Rules. (x) For purposes of this Agreement, any and all Primary Transmission Equipment, High Power Booster Station Equipment, if any, Low Power Booster Station Equipment, if any, Hub Receive Equipment, if any, Common Equipment, any related software, and any other transmission and/or reception equipment operating on the ITFS EBS Channels in the Market Area, as such equipment may be modified, replaced, or upgraded by Operator from time to time, but not including response stations (return path) or other transmission and/or reception equipment located and operated at the premises of Licensee, a Permitted End User, or a customer of Operator (each, an "End User") for the transmission or reception of communications by any such End User and not for relay purposes, shall be referred to as "Transmission Equipment." Response stations (return path) or other transmission and/or reception equipment located and operated at the premises of an End User, for the transmission or reception of communications by any such End User and not for relay purposes shall be referred to as "Customer Premises Equipment". Consistent with SUBPARAGRAPH 2(b)(ii), the parties understand and agree that references in this Agreement to System elements and components (for example, Hub Receive Sites) shall not be construed to create an obligation on the part of Operator to utilize a particular network architecture, or to utilize any particular network equipment or components other than those selected by Operator in its business judgment from time to time, consistent with this Agreement (including SUBPARAGRAPH 2(b) AND 3(c)) and FCC Rules. STATION MODIFICATIONS. (xi) From time to time, but subject to Licensee's consent (which consent will not be unreasonably delayed or withheld), Operator may determine that it desires Licensee to seek FCC approvals required to modify the use of the EBS Channel(s) or that additional FCC authorizations are necessary or convenient for the use of the EBS Channel(s). Examples of such modifications and/or authorizations include, but are not limited to, changing the authorized digital emission(s) of the EBS Channel(s), changing their transmission power, or reconfiguring, adding or relocating Transmission Equipment. In such event, Operator shall inform and consult with Licensee regarding any such proposed modification or authorization, and provide Licensee with such engineering studies and technical information as Licensee may reasonably request to determine whether Licensee shall consent to the modification. Licensee shall not unreasonably withhold its consent to any such modification or new authorization. Licensee agrees to utilize reasonable best efforts to review and process information and materials provided by Operator in connection with any application and to respond to Operator in a commercially reasonable and timely manner. If such consent shall be given in writing and following Licensee's receipt from Operator of such FCC applications for authorization of such modification or grant of such additional authorization in form and substance reasonably acceptable to Licensee, Licensee shall complete such applications and shall file such applications at the FCC no later than the later of ten (10) days after Licensee's receipt of such applications and the first date that the FCC accepts that type of application. Following such filing, Licensee shall use its reasonable best efforts to cause the grant of any such application by the FCC, and shall file such supplements, amendments, documents or reports as may reasonably be requested for grant of such application or authorization. Operator shall, pursuant to PARAGRAPH 5, reimburse Licensee's Expenses for the preparation, analysis, review, filing and prosecution of each application or filing made by Licensee, including appeals of partially or fully adverse actions, undertaken to seek authorizations and licenses to implement such Operator proposals. (xii) Operator, at its expense, shall construct the facilities used to operate or receive the EBS Channels before the end of the construction period stated in the modification or additional authorization (as such may thereafter be extended). Operator and Licensee shall cooperate so as to complete construction in accordance with Operator's reasonable schedule and plans. In the event that unforeseen business circumstances make it unduly burdensome or impractical for Operator to complete construction of two-way facilities following initial authorization within the FCC-specified construction period, Licensee agrees to cooperate in the filing and prosecution of such extension requests as Operator may reasonably request to extend the construction period for a reasonable period beyond the circumstances, provided Licensee shall not be obliged to seek any such extension to the extent that Licensee reasonably believes that the FCC will not grant the proposed extension. (xiii) The Parties agree that it is in their mutual best interest, and that of each of their customers, to prevent and limit interference to operations the operators on the EBS Channels. The Parties further recognize that the grant and receipt of interference consents may be necessary to construct and operate the System efficiently and to comply with FCC Rules requiring cooperative resolution of interference issues. Subject to such Licensee control as is required by the FCC, Licensee and Operator agree to cooperate in good faith to consider the terms under which Licensee may provide interference consents in any particular situation in order to maximize Operator's ability to efficiently engineer its Transmission Equipment during the Operational Period while protecting Licensee's independent interests in preserving the viability of operations on the EBS Channels and the protection of the reception of the EBS Channels from interference. To promote this process, Licensee and Operator shall use reasonable best efforts to promptly make available to each other all information in their possession reasonably necessary or appropriate to inform the Parties' consideration of proposed interference consents. Operator shall perform necessary work on behalf of Licensee, at Operator's expense, required to implement such agreements or consents. Licensee shall not use a demand for monetary compensation, other than the reimbursement of Licensee's expenses of negotiation and compliance, as a reason not to enter into any interference consent agreement. Without limiting the foregoing, Licensee and Operator shall use their respective reasonable best efforts to maximize protection of the EBS Channels from interference and the foreclosure of service to the Market Area, including, without limitation, by making FCC filings in opposition to third party applications, consistent with FCC Rules and the Parties' contractual and legal obligations.