Common use of FCC Consent Clause in Contracts

FCC Consent. Seller and Purchaser will use Reasonable Efforts to prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing of the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7.

FCC Consent. Within ten (10) days of the execution of this Agreement, Seller and Purchaser will use Reasonable Efforts to prepare all Buyer shall jointly file with the FCC an application forms and related exhibits, certifications and other documents necessary to secure the Consent seeking approval of the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing assignment of the FCC Application without restrictionAuthorizations from Seller to Buyer (the "Assignment Application"). Seller and Buyer shall take all commercially reasonable steps necessary to prosecute such filing with diligence and shall diligently oppose any objections to, appeals from or at petitions to reconsider the FCC Order, to the end that the FCC Order shall become a Final Action as soon as practicable. Seller shall not take, nor permit any time after the filing officer or director of Seller to take, and Buyer shall not take, nor permit any shareholder, officer or director of Buyer to take, any action that such party knows or has reason to know would materially and adversely affect or materially delay issuance of the FCC Application only if such designation would Order, or materially and adversely affect or materially delay the FCC Order from becoming a Final Action. Should Buyer or Seller become aware of any facts not result in a disclosed which could reasonably be expected to materially and adversely affect or materially delay in the FCC's consideration issuance of the FCC ApplicationOrder, or prevent or materially delay the FCC Order from becoming a Final Action, such party shall promptly notify the other party thereof in writing. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be Buyer shall share equally any filing fee required or requested by the FCC or as may be appropriate to expedite for the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Assignment Application, or if but the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before parties shall otherwise each bear its own expenses, including attorney's fees, in connection with the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCCAssignment Application. If the FCC denies imposes any condition on either party to the FCC Application Assignment Application, such party shall use commercial reasonable efforts to comply with such condition, provided that neither party shall be required hereunder to comply with any condition that would have a material adverse effect on the Station or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Partyparty. If necessary under this Agreement, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If Buyer shall jointly request from the Closing has not occurred within 180 days following the date FCC an extension of the grant effective period of the FCC Application, Seller and Purchaser Order if the Closing shall use Reasonable Efforts not have occurred prior to obtain such extensions the expiration of the effectiveness original effective period of such grant as is reasonably necessary the FCC Order. Nothing in this Section 7.1 shall be construed to permit the scheduling of Closing limit either party's right to terminate this Agreement pursuant to Section 2.4. Purchaser will be responsible for the payment terms of all FCC application filing fees incurred in connection with this Section 5.7Article XIII.

FCC Consent. Seller Notwithstanding anything to the contrary contained herein or in the FPM Agreement, LLC will not take any action pursuant to this Agreement or the FPM Agreement that would constitute or result in any assignment of or a transfer of control of any FCC authorization(s) held by Pathnet if such assignment or transfer of control would require under then existing law (including the written rules and Purchaser regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval of the FCC. LLC specifically agrees that (a) the voting rights of the Pledged Securities will use Reasonable Efforts to prepare all application forms remain with Pathnet upon and related exhibits, certifications following the occurrence of an Event of Default unless and other documents necessary to secure the Consent until any required prior approvals of the FCC to the Transactions transfer of such voting rights to LLC shall have been obtained; and (collectivelyb) prior to the exercise of voting rights by the LLC, the prior consent of the FCC pursuant to, and as and to the extent required by, 47 U.S.C. 310(d) will be obtained. Pathnet agrees to take any action which LLC may reasonably request in order to obtain and enjoy the full rights and benefits granted to LLC by this Agreement including specifically the use of the best efforts of Pathnet to assist in obtaining approval of the FCC for any action or transaction contemplated by this Agreement which is then required by law, and specifically, without limitation, upon request following the occurrence of an Event of Default, to prepare, sign and file (or cause to be prepared, signed or filed) with the FCC any portion of any application or applications for consent to the assignment of an authorization or transfer of control required to be signed by Pathnet and necessary or appropriate under the FCC's rules and regulations for approval of any sale or transfer of any of the capital stock or assets of Pathnet or any transfer of control of any FCC authorization. PATHNET, NC. PATHNET/IDAHO POWER EQUIPMENT LLC By: By: --------------------------------- ----------------------------- Name: Name: ------------------------------- --------------------------- Title: Title: ----------------------------- -------------------------- EXHIBIT A CERTIFICATES [NONE ATTACHED] SCHEDULE I FORM OF SECURITY AGREEMENT SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "FCC ApplicationAgreement"), dated as of ____, 1998, between Pathnet, Inc., a Delaware corporation with its principal place of business at the address set forth below ("Pathnet") and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary Pathnet/Idaho Power Equipment LLC, a Delaware limited liability company with its principal place of Clearwire to receive the License business at the Closing, it may do so at any time prior to the filing of the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7address set forth below ("LLC").

FCC Consent. Seller Within five (5) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the WDWB Licenses from WDWB Licensee to License Sub as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the WDWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller Within ten (10) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the WDWB Licenses from WXON Licensee to Buyer as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the WDWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller and Purchaser will use Reasonable Efforts The FCC Consent shall have been granted; provided, however, that this condition shall not be deemed satisfied if a petition to prepare all deny or other material objection has been filed with the FCC with respect to the application forms and related exhibits, certifications and other documents necessary for consent to secure the Consent assignment of the WCPX FCC Licenses by First Media to Meredith or by Meredith to Post-Newsweek and there exists a signifxxxxx xxsk that xxx XXX Consent will not become final (i.e., no longer subject to administrative or judicial review). If Post-Newsweek believes such a significant risk exists with respect to an objection to assignment of the WCPX FCC Licenses by First Media to Meredith, then Post-Newsweek shall notify Meredith thereof at the xxxx xxxh determination is made with respexx xx XXPX under the First Media Agreement. If Post-Newsweek gives such notice, then Meredith will give corresponding notice to First Media. If First Xxxxx disagrees as to the Transactions existence of such significant risk, then the matter shall be resolved as set forth in Sections 7.1(d) and 7.2(d) of the First Media Agreement. The decision of counsel pursuant thereto shall be binding on the parties hereto, and no party shall have any recourse against such counsel or his or her firm with respect to such decision. In the event that as of the date scheduled for Closing, communications counsel to Meredith and to Post- Newsweek disagree as to the existence of sucx x xxxxificant risk with respect to an objection to assignment of the WCPX FCC Licenses by Meredith to Post- Newsweek, then within two (collectively2) business days of sxxx xxxx, the "FCC Application"question will be referred to independent, outside communications counsel experienced in communications law, mutually satisfactory to Meredith's and Post-Newsweek's counsel who shall be asked to resolve the disagreement within five (5) business days of his or her selection; and to file the FCC Application provided further that if such independent, outside communications counsel is not chosen within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another whollysuch two business day period, either Meredith or Post-owned subsidiary of Clearwire to receive the License at the Closing, it Newsweek may do so at any time prior apply to the filing of American Arbitration Asxxxxxxxxn to appoint an independent, outside communications counsel. The parties agree that the FCC Application without restriction, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review decision of such grant before counsel shall be binding on the FCC parties hereto and that no party shall have any recourse against such counsel or appeals his or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts her firm with respect to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7decision.

FCC Consent. Seller Within five (5) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the KBWB Licenses from KBWB Licensee to License Sub as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the KBWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller Within ten (10) days following the execution of this Agreement, the parties shall file with the FCC a complete and Purchaser will use Reasonable Efforts to prepare all accurate application forms and related exhibits, certifications and other documents necessary to secure requesting the Consent consent of the FCC to the Transactions assignment of the KBWB Licenses from KBWB Licensee to Buyer as contemplated herein (collectively, the "“FCC Application") and to file ”). The parties hereto will cooperate in the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing preparation of the FCC Application without restriction(including the furnishing to each other of copies of the drafts of such FCC Application prior to filing) and will use their commercially reasonable efforts to prosecute the FCC Application and to obtain promptly the requested consent and approval of the FCC to the assignment of the KBWB Licenses. Any fees assessed by the FCC incident to the filing, prosecution or at any time after the filing granting of the FCC Application only if such designation would not result shall be borne one-half by Buyer and one-half by Sellers. The parties hereto shall make available to one another, promptly after the filing thereof, copies of all correspondence, amendments, and reports filed after the date hereof and on or prior to the Closing Date with the FCC by any parties hereto, as the case may be, in a delay respect of the Station. Each party shall notify the other parties hereto in the FCC's consideration event it obtains knowledge of any other facts, actions, communications, or occurrences that might directly or indirectly affect the parties’ intent or ability to obtain prompt FCC approval of the transactions contemplated by this Agreement. Buyer and Sellers shall use commercially reasonable efforts to oppose any petitions to deny or other objections filed with respect to the FCC Application; provided, however, that neither Buyer nor any Seller shall have any obligation to participate in an evidentiary hearing on the FCC Application. Seller If the parties mutually agree, Buyer and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required Sellers shall appeal or requested by the FCC or as may be appropriate to expedite the grant otherwise seek review of any action of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny denying the FCC Application, or if the FCC grants such application and any person or entity petitions by filing an appropriate request for reconsideration appeal or review of such grant before with the FCC or appeals or applies for review in any judicial proceedinga court of competent jurisdiction, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before as the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser shall use Reasonable Efforts to obtain such extensions of the effectiveness of such grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7case may be.

FCC Consent. Seller The assignment of the Station Licenses as contemplated by this Agreement is subject to the prior consent and Purchaser will use Reasonable Efforts to prepare all application forms approval of the FCC. Buyer and related exhibits, certifications and other documents necessary to secure Trustee shall be responsible for the Consent preparation of their respective portions of the FCC to the Transactions (collectively, the "FCC Application") Application and to file the FCC Application within ten (10) Business Days following the Effective Date. If Purchaser desires to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to for the filing of the application with the FCC Application without restriction, or at any time within seven (7) Business Days after the filing execution of this Agreement. Buyer and Trustee shall thereafter prosecute the FCC Application only if such designation would not result in a delay in the FCC's consideration of the FCC Application. Seller with all reasonable diligence and Purchaser each will promptly and diligently prepare, file and prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate otherwise use their reasonable best efforts to expedite obtain the grant of the FCC Application without conditions materially adverse to Seller or Purchaseras expeditiously as practicable. If any person or entity petitions Buyer and Trustee shall share equally all filing fees required by the FCC in connection with the FCC Consent with each party bearing its own legal, accounting, engineering and management costs and expenses. Buyer shall periodically report to deny Trustee the progress of the FCC Application, or if . Neither Trustee nor Buyer shall have any obligation to satisfy any complaint of the FCC grants such application and by taking any person steps which would have a material adverse effect upon the Estate or entity petitions for reconsideration Buyer or review upon any Affiliate, but neither the expense nor inconvenience to a party of such grant before defending against a complainant or an inquiry by the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose shall be considered a material adverse effect on such petition before the FCC or defend such grant by the FCCparty. If the FCC denies Consent imposes any condition on any party hereto, such party shall use its reasonable best efforts to comply with such condition; provided, however, that neither Trustee nor Buyer shall be required to comply with any condition that would have a material adverse effect upon the Estate or Buyer or upon any Affiliate and the party that would otherwise be adversely affected shall have the right to elect to terminate this Agreement. If reconsideration or judicial review is sought with respect to the FCC Application Consent, the party or grants parties affected shall vigorously oppose such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure efforts for reconsideration or review of judicial review; provided further, however, such action. If the Closing has not occurred within 180 days following the date of the grant of the FCC Application, Seller and Purchaser opposition shall use Reasonable Efforts be without prejudice to obtain such extensions of the effectiveness of such grant as is reasonably necessary party's right to permit the scheduling of Closing terminate this Agreement pursuant to Section 2.4. Purchaser will be responsible for the payment of all FCC application filing fees incurred in connection with this Section 5.7preceding sentence.

FCC Consent. (a) It is specifically understood and agreed by Buyer and Seller that the First Closing shall be in all respects subject to, and Purchaser will use Reasonable Efforts to conditioned upon, the receipt of prior FCC Consent. Buyer and Seller shall prepare all application forms and related exhibits, certifications and other documents necessary to secure the Consent of file with the FCC to the Transactions (collectively, the "FCC Application") and to file the FCC Application within as soon as practicable but in no event later than ten (10) Business Days following after the Effective Date. If Purchaser desires execution of this Agreement, all requisite applications and other necessary instruments and documents to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing of request the FCC Application without restrictionConsent. After the aforesaid applications, or at any time after the filing of the FCC Application only if such designation would not result in a delay in instruments and documents have been filed with the FCC's consideration of the FCC Application. , Buyer and Seller and Purchaser each will promptly and diligently prepare, file and shall prosecute such applications with all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, reasonable diligence and take all steps reasonably necessary to obtain the requisite FCC Consent. No party hereto shall take any action that such actions party knows or should know would adversely affect obtaining the FCC Consent, or adversely affect the FCC Consent becoming a Final Order. Seller shall promptly enter into customary tolling, assignment, escrow, and give all such notices as may be required assumption or similar arrangements if necessary and requested by the FCC or as may be appropriate to expedite resolve any complaints with the grant FCC relating to any of the FCC Application without conditions materially adverse to Seller or Purchaser. If any person or entity petitions the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCCLicenses. If the FCC denies First Closing shall not have occurred for any reason within the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such action. If the Closing has not occurred within 180 days following the date of the grant original effective period of the FCC ApplicationConsent and neither party shall have terminated this Agreement under Article XI, Buyer and Seller and Purchaser shall use Reasonable Efforts to obtain such extensions jointly request an extension of the effectiveness effective period of such grant as is reasonably necessary the FCC Consent. No extension of the FCC Consent shall limit the right of either party to permit the scheduling of Closing pursuant to Section 2.4exercise its termination rights under Article XI. Purchaser will be responsible for the payment Buyer and Seller shall each pay one-half (1/2) of all FCC application filing fees incurred in connection with relating to the transactions contemplated hereby irrespective of whether the transactions contemplated by this Section 5.7Agreement are consummated.

FCC Consent. As promptly as practicable after the execution and delivery of this Agreement, Buyer and Seller and Purchaser will use Reasonable Efforts to shall prepare all application forms appropriate applications for FCC consent, and related exhibits, certifications and such other documents necessary as may be required, with respect to secure the Consent assignment of the FCC License to the Transactions Buyer (collectively, the "FCC Application") and to file the FCC Application within ). Within ten (10) Business Days following the Effective Date. If Purchaser desires execution and delivery of this Agreement, Buyer and Seller shall deliver to designate another wholly-owned subsidiary of Clearwire to receive the License at the Closing, it may do so at any time prior to the filing each other their respective completed portions of the FCC Application without restrictionApplication. Within twenty (20) Business Days following the execution and delivery of this Agreement, Seller and Buyer shall file, or at any time after the filing of the FCC Application only if such designation would not result in a delay in the FCC's consideration of cause to be filed, the FCC Application. Seller and Purchaser each will promptly and diligently prepare, file and Buyer shall prosecute all necessary amendments, briefs, pleadings, petitions for reconsideration, applications for review, waiver requests, documents and supporting data, and take all such actions and give all such notices as may be required or requested by the FCC or as may be appropriate to expedite the grant of the FCC Application without conditions materially adverse in good faith and with due diligence in order to Seller or Purchaser. If any person or entity petitions obtain the FCC to deny the FCC Application, or if the FCC grants such application and any person or entity petitions for reconsideration or review of such grant before the FCC or appeals or applies for review in any judicial proceeding, then Seller and Purchaser will use their Reasonable Efforts to oppose such petition before the FCC or defend such grant by the FCC. If the FCC denies the FCC Application or grants such application with conditions materially adverse to Seller or Purchaser, then if requested to do so by the other Party, Seller and Purchaser will use their Reasonable Efforts to secure reconsideration or review of such actionFinal Order as expeditiously as practicable. If the Closing has not occurred occurred, for any reason, within 180 days following the date initial effective period of the FCC's grant of the FCC Application, and neither Buyer nor Seller shall have terminated this Agreement pursuant to Section 9, Buyer and Purchaser Seller shall use Reasonable Efforts to obtain such jointly request one or more extensions of the effectiveness effective period of such grant. No party hereto shall knowingly take, or fail to take, any action, the intent or reasonably anticipated consequence of which action or failure to act would be to cause the FCC not to grant as is reasonably necessary to permit the scheduling of Closing pursuant to Section 2.4FCC Application. Purchaser will be responsible for the payment of all FCC application filing Buyer shall pay any costs, fees incurred or expenses due in connection with the filing, or granting of, the FCC Application. Buyer and Seller shall each oppose, at its own expense, any request for reconsideration or judicial review of the granting of the FCC Application. The parties further agree to cooperate in good faith and shall take all steps as may be necessary or proper to expeditiously and diligently prosecute the assignment application filed with the FCC to a favorable conclusion including, but not limited to, the following: (a) appealing or seeking reconsideration of any FCC denial of such assignment application or conditional grant; (b) satisfying any conditions imposed upon such grant to the extent that such conditions require actions which do not materially alter the benefits or burdens of either party under this Section 5.7Agreement; and (c) taking all other actions necessary or appropriate to bring about the transactions contemplated by this Agreement; provided, however, such actions do not materially alter the benefits or burdens of either party under this Agreement.