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Incumbent's Microwave Operations. If Incumbent fails to respond within 5 business days of such inquiry, or if Incumbent advises AT&T MOBILITY of its inability to satisfy any `` of its Decommissioning obligations, AT&T MOBILITY may take such action and incur such costs as may be reasonably necessary to ensure that the Decommissioning of the Microwave Operations occurs by the Decommission Date. In such event, Incumbent shall provide AT&T MOBILITY with a copy of its written engineering plan to Decommission its Microwave Operations and, AT&T MOBILITY shall be entitled to an offset of such costs against its payment obligations to the Incumbent pursuant to this Agreement. 6. Covenants of Incumbent 6.1 During the course of this Agreement, Incumbent agrees that it will: (i) not create or permit to be created any encumbrance on the operations on the Licensed Frequencies without the prior written consent of AT&T MOBILITY; (ii) not enter into or become bound by any agreement under which Incumbent's rights to the operations on the Licensed Frequencies would be altered without the prior written consent of AT&T MOBILITY; (iii) take all necessary action, or refrain from taking action,to ensure that any of the representations and warranties of Incumbent contained herein will be true and correct in all material respects during the course of this Agreement and on the Decommissioning Date; and(iv)take all steps as are set forth in Section 5 hereof. 6.2 Incumbent hereby acknowledges that other AWS Licensees may be benefited by this Agreement and the consummation by AT&T MOBILITY of the transaction contemplated •... herein. Pursuant to FCC rules and policies, such other AWS Licensees may bear some of the obligations undertaken by AT&T MOBILITY pursuant to this Agreement. Therefore, Incumbent shall convey to AT&T MOBILITY, on the Decommissioning Date, all of Incumbent's rights, as Primary or co-Primary licensee with respect to the Licensed Frequencies,to protection from interference on the Licensed Frequencies (the "Interference Rights")to the extent permitted by FCC rules and policies and in order to allow AT&T MOBILITY to obtain the participation of such other AWS Licensees in a cost sharing arrangement. 6.3 Incumbent agrees, at AT&T MOBILITY's request, to make reasonable efforts to provide cost-sharing information (as described in Section 36 below) to AT&T MOBILITY, if such information exists and is in Incumbent's possession, or if such information is required by AT&T MOBILITY: (i) to comply with FCC and FCC- established clearinghouse rules and procedures, or(ii) to obtain reimbursement through a private cost sharing plan with other AWS Licensees benefiting from the relocation. 7. Decommissioning and Interference. Incumbent agrees that under no circumstances shall Incumbent recommission, reapply power or put the removed equipment back in service, subsequent to the Decommissioning Date. Subsequent to such date, regardless of whether Incumbent has completed its transition to a Replacement System, Incumbent (i) acknowledges and accepts interference to its Microwave Operations on the Licensed Frequencies from AT&T MOBILITY's operations in the Market and (ii) will not cause interference to AT&T MOBILITY's operations on the Licensed Frequencies in the Market. Until the Decommissioning Date, AT&T MOBILITY agrees to comply with the FCC's policies and ZD5 36