**Exhibit10.9**

 

**Execution Copy**

 

**LAND EARTH STATIONSERVICES AGREEMENT**

 

This LAND EARTH STATION SERVICES AGREEMENT (the “**Agreement**”) is effective as of November 29, 2000 (the “**Effective Date**”),between Motient Services Inc., a Delaware corporation (“**Motient**”), and Aether Systems, Inc., aDelaware corporation (“**Aether**”).

 

**RECITALS**

 

A.            Aether wishes to housecertain land earth stations owned by Aether at Motient’s premises, and toobtain certain services related to the housing of such land earth stations byMotient, and Motient wishes to provide such space to house the land earthstations and to provide such services to Aether, on the terms and conditionsstated herein.

 

B.            Together with thisAgreement, the parties are entering into an Asset Sale Agreement of even dateherewith (the “**Sale Agreement**”),providing for the sale by Motient to Aether of certain assets (including theland earth stations) and the assumption of certain liabilities by Aether, allin accordance with and subject to the terms and conditions set forth in theSale Agreement.

 

NOW, THEREFORE, in consideration of the premises, andthe mutual covenants contained herein and of other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties agree as follows:

 

# **1.**             Contract Documentsand Definitions

 

## 1.1           ThisAgreement shall consist of this Land Earth Station Services Agreement by andbetween Motient and Aether, including all addenda to this Agreement enteredinto in the manner set forth herein (each an “**Addendum**”and collectively the “**Addenda**”).This Agreement shall be interpreted wherever possible to avoid conflictsbetween the Sections hereof and the Addenda, provided that if such a conflictshall arise, the Addenda shall control.

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## 1.2           Wheneverit is provided in this Agreement for a matter to be mutually agreed upon by theparties and set forth in an Addendum to this Agreement, either party mayinitiate the process of determining such matter by submitting a proposedoutline or contents of such Addendum to the other party.  Each party shall appoint a primary contactand a secondary contact for the completion of such Addendum, who shall be thecontact points for every issue concerning such Addendum and who shall be informedof the progress of the project.  The namesof the contacts will be exchanged in writing by the parties.  Using the contacts, the parties shall worktogether in good faith with such diligence as shall be commercially reasonableunder the circumstances to complete such Addendum.  Upon the completion of such Addendum, it shall be set forth in awritten document and executed by the parties and shall become a part of thisAgreement and shall be deemed to be incorporated herein by reference.

 

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## 1.3           Wheneverused in this Agreement, the words and phrases listed below shall have themeanings given below, and all defined terms shall include the plural as well asthe singular.  Unless otherwise stated,the words “herein,” “hereunder” and other similar words refer to this Agreementas a whole and not to a particular Section or other subdivision.  The words “included” and “including” shallnot be construed as terms of limitation.

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“**Affiliate**”of a party means the party, any entity that is directly or indirectlycontrolling, controlled by or under common control with the party, and thedirectors, officers, employees and agents of all of them, when acting in theircorporate capacity.

 

“**ConfidentialInformation**” means all information concerning the business ofMotient, Aether or any third party doing business with either of them that maybe obtained from any source (i) by Motient by virtue of its performance underthis Agreement or (ii) by Aether by virtue of its use of the Services (asdefined below).  Such information shallalso include the terms of this Agreement (and negotiations and proposals fromone party to the other related directly thereto), network designs and designrecommendations, tools and programs, pricing, methods, processes, financialdata, software, research, development, strategic plans or relatedinformation.  All such informationdisclosed prior to the execution of this Agreement shall also be consideredConfidential Information for purposes of this Agreement.  Confidential Information shall not includeinformation that:

 

(a)           is already rightfullyknown to the receiving party at the time it is obtained by such party, freefrom any obligation to keep such information confidential;

 

(b)           is or becomes publiclyknown through no wrongful act of the receiving party; or

 

(c)           is rightfully receivedby the receiving party from a third party without restriction and withoutbreach of this Agreement.

 

“**Effective Date**”means the date set forth in the Preamble of this Agreement.

 

“**Land Earth Station**”means each of the following Standard C “store and forward” data switchesserving as a gateway between the terrestrial packet data network owned byMotient Communications Company and the satellite network owned by Motient: [*]land earth stations, as well as the Application Test (AT) system used inconjunction with such land earth stations, and, in each case, including allaccessory cabling and equipment used in conjunction with such land earthstations and the AT system, and all software included within such land earthstations (“Software”).

 

“**Services**”means the services provided by Motient to Aether hereunder.

 

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* Confidential information. Information has been redacted.

 

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# **2.**             Floor Space andServices

# ** **

## 2.1           Motientagrees to provide Aether with approximately [*] at Motient’s premises locatedat 10802 Parkridge Boulevard, Reston, Virginia (the “Reston Premises”), whichshall be reasonably necessary to accommodate the Land Earth Stations, as wellas to accommodate all employees of Aether who are located at the RestonPremises and whose job function involves the operation, control, maintenance,monitoring or other day-to-day interface with the Land Earth Stations. The feesand charges for providing the foregoing space shall be included within theoverall fees and charges for the services to be provided hereunder, as setforth in the Addendum attached hereto. In addition, the provision of such floor space and office space shall besubject to the additional terms and conditions set forth in the Addendumattached hereto.If requested by Aether, Motient shall consider in good faith the feasibility ofproviding additional floor and office space to Aether to accommodate anyadditional land earth stations or related equipment, or employees, that Aethermay wish to house at the Reston Premises in the future, which shall be on termsand conditions to be mutually agreed by the parties.Motient also agrees to provide Aether with the services listed in the Addendumattached hereto, which shall be referred to in this Agreement collectively asthe “Services” and individually as a “Service.”

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## 2.2           Adetailed description of any additional Services to be provided by Motient toAether shall be set forth in an Addendum to be mutually agreed upon by theparties.  Any changes to the Servicesshall be mutually agreed upon by the parties and shall be set forth in anAddendum to this Agreement in the manner set forth herein.

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# **3.**             Rates and Charges

 

For the term of this Agreement, Motient shall chargeAether the rates and charges for the Services set forth in the Addendum to thisAgreement.

 

# **4.**             Invoices

 

## 4.1           Theamounts due to Motient from Aether for the Services shall be paid monthly inadvance on the first day of each month. Fees for Services will be determined in accordance with an Addendumhereto.

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## 4.2           Aethershall pay any sales, use, federal excise, utility, gross receipts, state andlocal surcharges, and similar taxes, charges or levies lawfully levied by aduly constituted taxing authority against or upon the Services.

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* Confidential information. Information has beenredacted. 

 

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# **5.**             Term and Extensions

 

## 5.1           Theinitial term of this Agreement shall be thirty (30) days, commencing on theEffective Date, and shall continue in full force and effect unless terminatedin accord with the provisions hereof.

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## 5.2           Theterm of this Agreement shall automatically extend for consecutive thirty (30)day periods unless either party gives the other party advance written notice ofsuch party’s intent not to extend not less than thirty (30) days, provided,in the event of a termination pursuant to this Section, Aether shall remove theLand Earth Stations, at its sole cost, within thirty (30) days of thetermination of this Agreement.

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# **6.**             Termination by Aether

 

## 6.1           Aethershall have the right to terminate this Agreement, with no liability to Motientother than for charges (less any applicable credits) for Services providedprior to such termination, if:

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(a)           Aether provides ten(10) days written notice of its intent to terminate in the event that Motienthas failed to perform or comply with or has violated any materialrepresentation, warranty, term, condition or obligation of Motient under thisAgreement, and Motient has failed to cure such failure or violation withintwenty (20) days after receiving notice thereof from Aether; or

 

(b)           Motient becomes the subjectof a voluntary or involuntary bankruptcy, insolvency, reorganization orliquidation proceeding, makes an assignment for the benefit of creditors, oradmits in writing its inability to pay debts when due.

 

## 6.2           Inthe event of Aether’s termination pursuant to this Section 6, Aether shallremove the Land Earth Stations, at its sole cost, within thirty (30) days ofthe termination of this Agreement.

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# **7.**             Termination byMotient

 

## 7.1           Motientshall have the right to terminate this Agreement if:

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(a)           Aether has failed topay any invoice that is not the subject of a bona fide dispute within thirty(30) days of the date on which such payment is due and Motient has providedAether with written notice thereof, provided that Aether shall have twenty (20)days from the time it receives such notice from Motient of nonpayment to cureany such default;

 

(b)           Motient provides ten(10) days written notice of its intent to terminate in the event that Aetherhas failed to perform or comply with or has violated any material representation,warranty, term, condition or obligation of 

 

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Aether under this Agreement, and Aether has failed tocure such failure or violation within twenty (20) days after receiving noticethereof from Motient; or

 

(c)           Aether becomes thesubject of a voluntary or involuntary bankruptcy, insolvency, reorganization orliquidation proceeding, makes an assignment for the benefit of creditors, oradmits in writing its inability to pay debts when due.

 

## 7.2           Inthe event of Motient’s termination pursuant to this Section 7, Aether shallremove the Land Earth Stations, at its sole cost, within thirty (30) days ofthe termination of this Agreement.

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# **8.**             Contract Managers

 

## 8.1           **Aether Contract Manager.** Aether shallassign a representative (the “Aether Contract Manager”) to serve as Motient’spoint-of-contact for all matters concerning its performance under thisAgreement.  The Aether Contract Managershall be identified in a written notice to Motient, and the Aether ContractManager may be changed at any time by written notice to Motient.

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## 8.2           **Motient Contract Manager.** Motient shallassign a representative (the “Motient Contract Manager,” and, together with theAether Contract Manager collectively the “Contract Managers” and eachindividually, a “Contract Manager”) to serve as Aether’s point-of-contact forall matters concerning its performance under this Agreement.  The Motient Contract Manager shall beidentified in a written notice to Aether, and the Motient Contract Manager maybe changed at any time by written notice to Aether.

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# **9.**             Rights andObligations of Motient and Aether

 

## 9.1           **Provision of the Services.**Motient shallprovide the Services at Motient facilities, unless otherwise stated in theAddenda.

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## **9.2****          Insurance.**

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### 9.2.1        At all times during the term of this Agreement,Aether shall maintain (i) Worker’s Compensation insurance as prescribed by thelaw of the state(s) in which Aether is located; (ii) employer’s liabilityinsurance with limits of at least $300,000 for each occurrence; (iii)comprehensive automobile liability insurance if the use of motor vehicles isrequired, with limits of at least $1,000,000 combined single limit for bodilyinjury and property damage for each occurrence; (iv) Commercial GeneralLiability (“CGL”) insurance, including Blanket Contractual Liability and BroadForm Property Damage, with limits of at least $1,000,000 combined single limitfor bodily injury and property damage for each occurrence; and (v) umbrellaexcess liability policy. All liability and CGL insurance shall designate Motientand its affiliates as additional insureds. All such

 

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### insurance must be primary and required to respond and pay prior to anyother available coverage, and shall be with an insurance carrier having an A.M.Best rating of at least A-VII.

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### 9.2.2        Aether shall furnish to Motient, upon writtenrequest, certificates of insurance or other appropriate documentation(including evidence of renewal of insurance) evidencing the insurance coveragereferenced above, naming Motient as an additional insured.  Such certificates or other documentationshall include a proviso whereby fifteen (15) days prior written notice shall beprovided to Aether prior to coverage cancellation or other material alterationby either Motient or the applicable insurer. Such cancellation or material alteration shall not relieve Motient ofits continuing obligation to maintain insurance coverage in accordance withthis Section.

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## **9.3****          Representations andWarranties.**

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### 9.3.1        Motient hereby warrants that the Services willbe provided in accordance with good business management practices. [*]

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### 9.3.2        THE FOREGOING WARRANTIES ARE IN LIEU OF ALLOTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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# **10.**          Limitations of Liability

 

## 10.1         Neitherparty shall be liable to the other for indirect, incidental, consequential,exemplary, reliance or special damages, including damages for lost profits,regardless of the form of action whether in contract, indemnity, warranty,strict liability or tort, including negligence of any kind with respect to theServices or other conduct under this Agreement.

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## 10.2         Nothingcontained in this Section shall limit either party’s liability to the other for(a) willful or intentional misconduct, or (b) injury or death, or damage totangible real or tangible personal property or the environment, whenproximately caused by Aether’s or Motient’s negligence or that of theirrespective agents, subcontractors or employees. Nothing contained in thisSection shall limit Aether’s indemnification obligations under Section 13.

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# **11.**          Maintenance of Equipmentand Software

# ** **

## 11.1         Exceptfor the Services to be provided hereunder as set forth in this Agreement and inany Addendums, Motient shall not be responsible for the operation ormaintenance of the Land Earth Stations or the Software necessary to operatesuch Land Earth Stations. Notwithstanding the generality of the foregoing,Aether shall

 

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* Confidential information. Information has been redacted.

 

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## be solely responsible for any and all upgrades, improvements,replacements, modifications, repairs or similar items with respect to the LandEarth Stations and the Software embedded therein. In the event that Aether usesthe Land Earth Stations or any Software in a manner that impairs Aether’s useof the Land Earth Stations, Aether shall not be excused from payment for suchuse.

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## 11.2         Thefloor and office space housing the Land Earth Stations is provided to Aether onan “As Is, Where Is” basis, in the current configuration.  If Aether wishes to re-configure the LandEarth Stations, or employee work stations or any other aspect of the floor oroffice space provided hereunder, Aether shall be solely responsible for thecosts associated with such re-configuration. Any such re-configuration shall be contained substantially within thesame floor space and office space in which the Land Earth Stations arecurrently housed. Aether and its employees shall comply with all applicableguidelines, policies, procedures and similar rules established by Motient withrespect to the use of the Reston Premises and/or the Land Earth Stations.

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# **12.**          Confidentiality

 

## 12.1         Duringthe term of this Agreement and for a period of three (3) years from the date ofits expiration or termination (including all extensions thereof), each partyagrees to maintain in strict confidence all Confidential Information.  Neither party shall, without prior writtenconsent of the other party, use the other party’s Confidential Information forany purpose other than for the performance of its duties and obligations, andthe exercise of its rights, under this Agreement.  Each party shall use, and shall cause all authorized recipientsof the other party’s Confidential Information to use, the same degree of careto protect the other party’s Confidential Information as it uses to protect itsown Confidential Information, but in any event not less than a reasonabledegree of care.

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## 12.2         NotwithstandingSection 12.1, either party may disclose the Confidential Information of theother party to: (a) its employees and the employees, directors and officers ofits Affiliates as necessary to implement this Agreement; (b) employees, agentsor representatives of the other party; or (c) other persons (including counsel,consultants, lessors or managers of facilities or equipment used by such party)in need of access to such information for purposes specifically related toeither party’s responsibilities under this Agreement, provided that the partymaking the disclosure of Confidential Information under clause (c) shall beresponsible for assuring that the recipient of such information shall hold itin strict confidence.

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## 12.3         Uponthe request of the party having proprietary rights to Confidential Information,the party in possession of such information shall promptly return it (includingany copies, extracts and summaries thereof, in whatever form and mediumrecorded) to the requesting party or, with the other party’s written consent,shall promptly destroy it and provide the other party with writtencertification of such destruction.

 

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## 12.4         Eitherparty may request in writing that the other party waive all or any portion ofthe requesting party’s responsibilities relative to the other party’sConfidential Information.  Such waiverrequest shall identify the affected information and the nature of the proposedwaiver.  The recipient of the requestshall respond within a reasonable time and, if it determines, in its solediscretion, to grant the requested waiver, it will do so in writing over thesignature of an employee authorized to grant such request.

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## 12.5         Motientand Aether acknowledge that any disclosure or misappropriation of ConfidentialInformation in violation of this Agreement could cause irreparable harm, theamount of which may be difficult to determine, thus potentially making anyremedy at law or in damages inadequate. Each party, therefore, agrees that the other party shall have the rightto apply to any court of competent jurisdiction for an order restraining anybreach or threatened breach of this Section and for any other appropriaterelief.  This right shall be in additionto any other remedy available in law or equity.

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## 12.6         Aparty requested or ordered by a court or other governmental authority ofcompetent jurisdiction to disclose another party’s Confidential Informationshall notify the other party in advance of any such disclosure and, absent theother party’s consent to such disclosure, use its best efforts to resist, andto assist the other party in resisting, such disclosure. A party providinganother party’s Confidential Information to a court or other governmentalauthority shall use its best efforts to obtain a protective order or comparableassurance that the Confidential Information so provided will be held inconfidence and not further disclosed to any other person, absent the owner’sprior consent.

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## 12.7         Nothingcontained herein shall preclude either party from disclosing the terms of thisAgreement if required to satisfy its public disclosure obligations undersecurities law.

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# **13.**          Indemnifications

 

Aether will indemnify and hold harmless Motient fromand against all loss, liability, damage and expense, including reasonableattorneys’ fees, caused by (1) claims for libel, slander, invasion of privacyor infringement of copyright and invasion and/or alteration of private recordsor data arising from any information, data or message transmittal over the LandEarth Stations, or (2) any breach of the terms and conditions of this Agreementor any breach of Motient’s policies, rules and procedures applicable to Aetherand/or its employees with respect to the use of the Reston Premises.

 

# **14.**          Assignment

 

Neither party may assign this Agreement or any rightsor obligations hereunder without the prior written consent of the other party,which the other party may grant or withhold in its sole discretion; provided,that no prior consent shall be required in connection with the assignment andtransfer of this Agreement by Motient to Motient Satellite Ventures

 

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LLC (or its successor) (“MSV”) in connection with thetransfer of Motient’s satellite communications business as an entirety toMSV.  No assignment of this Agreementshall relieve either party of any obligations hereunder. Any attemptedassignment in violation of this Section shall be void.  This Agreement shall be binding upon, andinure to the benefit of, the parties hereto and their respective successors andpermitted assigns.

 

# **15.**          Force Majeure

 

## 15.1         Inno event shall either party be liable to the other for any failure to performhereunder that is due to war, riots, embargoes, strikes or other concerted actsof workers (whether of a party hereto or of others), casualties, accidents orother causes to the extent that such failure and the consequences thereof arereasonably beyond the control and without the fault or negligence of the partyclaiming excuse.  Each party shall, withthe cooperation of the other party, use reasonable efforts to mitigate theextent of any failure to perform and the adverse consequences thereof.

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## 15.2         IfMotient cannot promptly provide a suitable temporary Motient alternative to aService subject to an interruption in connection with the existence of a forcemajeure condition, Aether may, at its option and at its own cost, contract withone or more third parties for any or all affected Services for the shortestcommercially available period likely to cover the reasonably expected durationof the interruption, and may suspend Motient’s provision of such Services forsuch period.  Motient shall not chargeAether for any Services thus suspended during the period of suspension.  Motient shall resume provision of thesuspended Services upon the later of the termination or expiration of Aether’slegally binding commitments under contracts with third parties for alternativeservices or the cessation or remedy of the force majeure condition.

 

## 15.3         Inthe event that a force majeure condition shall continue for more than ten (10)days, Aether may cancel the affected Services with no further liability toMotient other than for Services received by Aether prior to the occurrence ofthe force majeure condition.

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# **16.**          Modifications.

 

No modification, amendment or supplement to thisAgreement or any of its provisions shall be binding upon the parties unlessmade in writing and signed by an authorized representative of the party againstwhom enforcement thereof is sought.  Afailure or delay of either party to enforce any of the provisions of thisAgreement, or to require the performance of any provision hereof shall in noway be construed to be a waiver of such provision.

 

# **17.**          Notices

 

All notices or other communications required orpermitted to be given or delivered under this Agreement shall be in writing andshall be sufficiently given if delivered, in the case of disputes arising underthis Agreement, by facsimile transmission (with confirmation of

 

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receipt), by registered mail or commercial overnightcourier service, or, in all other cases, by first class mail, addressed asfollows:

 
| If to Motient: | Motient Services Inc.  10802 Parkridge Boulevard  Reston, VA 20191  Attention: Chief Technical Officer |
|----------------|--------------------------------------------------------------------------------------------------------|
|           |                                                                                                   |
|           | With a copy to:                                                                                        |
|           |                                                                                                   |
|           | General Counsel                                                                                        |
|           |                                                                                                   |
| If to Aether:  | Aether Systems, Inc.  11460 Cronridge Drive  Owings Mills, MD 21117  Attention: Frank Briganti         |
|           |                                                                                                   |
|           | With a copy to:                                                                                        |
|           |                                                                                                   |
|           | General Counsel                                                                                        |

 

Either party may from time to time designate anotheraddress by notice to the other party in compliance with this Section.  Any notice or other communication shall bedeemed to be given when received or when delivery is refused.

 

# **18.**          Headings

 

The headings in this Agreement are for purposes ofreference only and shall not in any way limit or otherwise affect the meaningor interpretation of any of the terms hereof.

 

# **19.**          Severability

 

If any provision of this Agreement is held to beinvalid, illegal or unenforceable, the unaffected provisions of this Agreementshall be unimpaired and remain in full force and effect. Aether and Motientshall negotiate in good faith to substitute for such invalid, illegal orunenforceable provision a mutually acceptable provision consistent with theoriginal intention of the parties.

 

# **20.**          Governing Law

 

This Agreement shall be governed and enforced inaccordance with, and the validity and performance hereof shall be governed by,the laws of the Commonwealth of Virginia, without regard to the principlesthereof relating to the choice of law.

 

# **21.**          Entirety of Agreement

 

This Agreement, together with all Addenda attachmentshereto and thereto, constitutes the entire agreement of the parties withrespect to the subject matter hereof, and

 

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supersedes all previous agreements, promises,representations, understanding and negotiations between the parties, whetherwritten or oral with respect thereto.

 

# **22.**          Counterparts

 

This Agreement may be executed in two or morecounterparts, each of which shall be an original, but all of which takentogether shall constitute one and the same instrument.

 

**[SIGNATURES BEGIN ON THE NEXT PAGE]**

 

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IN WITNESS WHEREOF, the parties hereto, each by a dulyauthorized officer, have caused this Agreement to be executed as of the datefirst above written:

 
|   | **MOTIENT SERVICES INC.** |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By                        |   |
|   | Name:                     |   |
|   | Title:                    |   |
|   |                      |
|   | **AETHER SYSTEMS, INC.**  |
|   |                      |
|   | By                        |   |
|   | Name:                     |   |
|   | Title:                    |   |
|        |                           |  |  |  |

 

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ADDENDUM TO LAND EARTH STATIONS SERVICES AGREEMENT

 

Services provided by Motient to Aether:

 

In addition to the floor space and office space andServices described in the Agreement, Motient shall provide Aether with thefollowing additional Services:

 

•      Motient shall house the LandEarth Stations in a clean, secure, air conditioned, and monitored environment,maintained at appropriate temperature and humidity levels, to be mutuallyagreed by the parties.

 

•      Motient shall providecompetent janitorial services to clean the Land Earth Stations and surroundingwork areas, consistent with cleaning standards and procedures applicable toMotient’s other network operations center (NOC) equipment and facilities.

 

•      The Land Earth Stationsshall be located in premises that have adequate infrastructure and back-upresources in the form of an uninterrupted power supply (“UPS”) and battery,diesel and standby generator support. The UPS power shall include both AC andDC power.

 

•      Motient will maintainreasonable security measures to prevent unauthorized persons from entering thepremises housing the Land Earth Stations, including signage indicating thataccess is restricted to authorized personnel.

 

•      Motient will provide areasonable amount of additional space in the Reston Premises for the storage ofAether-owned equipment related to or used in connection with the Land EarthStations, such as cabling, test and repair equipment, spare parts, manuals,diskettes, tapes, etc.

 

•      Aether employees assigned tothe Reston Premises who work on the Land Earth Stations shall be afforded24-hour access to the Reston Premises, but shall be required to abide byMotient’s general security and building access rules and regulations. Aethershall periodically notify Motient in writing of the names of all Aetheremployees assigned to work at the Reston Premises or who otherwise areauthorized to have access to the Land Earth Stations.

 

•      Motient will install, atAether’s expense, a telephone and phone line within close range of the LandEarth Stations, to enable Aether and its employees to make long distance andlocal calls directly from the Reston Premises.

 

•      Motient will provide Aetherwith general RF Engineering support and regulatory/frequency planning supportin connection with Aether’s operation and maintenance of the Land EarthStations, to enable Aether to ensure adequate connectivity of the Land EarthStations to the Motient satellite and terrestrial networks; provided, that theprovision of such support shall not interfere with Motient’s (or itsemployees’) ability to conduct its own business in the ordinary course.

 

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•      Motient will make reasonableefforts to assist Aether with the periodic inspection of the Land EarthStations.

 

•      Motient will advise Aether,when practicable at least 36 hours in advance, of any activity in relation tothe Land Earth Stations or the Reston Premises or a portion thereof, whichcould reasonably be anticipated to result in an interruption of power to theLand Earth Stations.

 

•      Motient will advise Aetherby telephone within 30 minutes after Motient discovers any interruption ofpower, abnormal conditions, change in the environmental conditions in theReston Premises or other condition which affects, or potentially affects, theLand Earth Stations or the supply of power thereto; provided, that suchnotice shall be deemed to have been provided if Motient so notifies any of theAether employees then located on the Reston Premises.

 

•      Motient and Aether intendthat the Land Earth Stations, whether or not physically attached to the RestonPremises, shall not be construed to be fixtures for the purpose of Motient’slease for the Reston Premises, but, rather, are moveable equipment and tradefixtures of Aether.

 

•      Aether may at any timeremove the Land Earth Stations, at its sole cost, and with reimbursement to Motientfor the costs of any damage or interruption caused by such removal.

 

**Fees:**

 

•      [*]

 

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* Confidential Information. Information has beenredacted. 

 

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