Transactions to Create Continguous Spectrum. The Company will use its reasonable best efforts and will expend commercially reasonable funds to achieve contiguous spectrum in the upper 200 block of the SMR Frequency spectrum (the "Upper 200") in the Territory. The Company hereby engages NWIP, and NWIP hereby accepts such appointment, to act as the exclusive agent of the Company to negotiate transactions that, by exchanges of frequencies ("swaps") or by other arrangements will give the Company (as licensee) the benefit of additional frequencies in the Upper 200. The Company will make available for possible exchange all Partner Frequencies that are outside the Upper 200, except for frequencies that are then required in the existing or contemplated operation of the ESMR Network in the Territory. NWIP will report to the Company in writing the proposed terms of any such arrangement or transaction (including, without limitation, any costs, and the number, location, and precise frequencies of the Company that are subject to any such transaction), which terms will be subject to approval by the Company. The Company (or one or more of its Subsidiaries, and not NWIP or any member of the Nextel Group) will (i) directly enter into exchange or other transactions affecting frequencies licensed to the Company, (ii) be responsible for any amounts payable to the relevant third party, and reasonable out-of-pocket costs or expenses of NWIP, associated with the exchange or other transaction, and (iii) be entitled to the benefit of the frequencies obtained in the Upper 200 as a result of such transaction or arrangement.
