BE EITHER A
DEFERRED POP MARKET OR AN OPTION MARKET PURSUANT TO THIS LEASE AGREEMENT (AS
DETERMINED BY LESSEE AT THE TIME OF EXERCISE), BUT ONLY IF THE POPS WITHIN THE
ROFR MARKET TOGETHER WITH ALL OTHER GEOGRAPHIC MARKETS IN WHICH LESSEE HAS
SPECTRUM USAGE RIGHTS AT SUCH TIME OR WHICH LESSEE HAS PREVIOUSLY IDENTIFIED TO
LESSOR PURSUANT TO SECTION 10(A)(II) (COLLECTIVELY, "COVERED MARKETS") ARE EQUAL
TO OR LESS THAN [*]; OTHERWISE TO THE EXTENT THAT THE POPS WITHIN THE ROFR
MARKET TOGETHER WITH THE POPS WITHIN ALL COVERED MARKETS AT SUCH TIME ARE
GREATER THAN [*], THE PORTION OF THE ROFR MARKET EXCEEDING [*] POPS SHALL BE
IMMEDIATELY DEEMED TO BE AN OPTION MARKET PURSUANT TO THIS LEASE AGREEMENT.
NOTWITHSTANDING THE FOREGOING, HOWEVER, PAYMENT OBLIGATIONS UNDER THIS LEASE
AGREEMENT SHALL BEGIN IMMEDIATELY FOR ANY OPTION MARKETS ACQUIRED PURSUANT TO
THE POPS ROFR, AND TO THE EXTENT THAT A ROFR MARKET IS DEEMED TO BE AN OPTION
MARKET, LESSEE SHALL DELIVER TO LESSOR, WITHIN 90 DAYS OF ITS EXERCISE OF THE
POPS ROFR, A DOWN PAYMENT OF [*]% OF THE TOTAL LEASE PAYMENTS APPLICABLE TO SUCH
MARKET (SUCH TOTAL LEASE PAYMENTS TO BE CALCULATED CONSISTENT WITH THE NPV SET
FORTH IN SUBSECTION (II) ABOVE).
THE POPS ROFR WILL EXPIRE ON A PRO RATA POP
BASIS CONSISTENT WITH THE SELECTION OF THE DEFERRED POP MARKETS AND THE EXERCISE
OF THE OPTIONS, AND WILL EXPIRE COMPLETELY AT THE END OF THE POPS ROFR PERIOD.
(IV)
SUBJECT TO THE FOLLOWING LIMITATIONS, THE POPS
ROFR WILL APPLY TO AN OFFER THAT INCLUDES MARKETS WITHIN THE [*], BUT ONLY SO
LONG AS MORE THAN [*]% OF THE POPS COVERED BY THE OFFER FALL OUTSIDE THE [*].
IF THE POPS ROFR APPLIES TO AN OFFER, THE POPS ROFR WILL APPLY ONLY TO THOSE
MARKETS COVERED BY THE OFFER THAT FALL OUTSIDE THE [*], EXCEPT THAT THE POPS
ROFR WILL APPLY TO THE NINE MARKETS DESIGNATED WITH AN ASTERISK ON EXHIBIT E
HERETO.
FOR EXAMPLE, IF LESSOR RECEIVES AN OFFER TO LEASE GSAT SPECTRUM BOTH
INSIDE AND OUTSIDE A [*], AND MORE THAN [*]% OF THE POPS COVERED BY THE OFFER
FALL OUTSIDE THE [*],
15
THE POPS ROFR WILL APPLY ONLY TO THE GEOGRAPHIC MARKETS OUTSIDE THE [*] THAT ARE
THE SUBJECT OF THE OFFER, AND LESSEE SHALL NOT HAVE THE RIGHT TO NOR SHALL IT BE
OBLIGATED TO EXERCISE THE POPS ROFR WITH RESPECT TO THE GEOGRAPHIC MARKETS
WITHIN THE [*],EXCEPT, IN EACH CASE, TO THE EXTENT THE OFFER APPLIES TO ANY OF
THE NINE MARKETS DESIGNATED WITH AN ASTERISK ON EXHIBIT E HERETO.
DURING THE
POPS ROFR PERIOD, SO LONG AS LESSEE EXERCISES THE DEFERRED POPS AND OPTIONS IN
COMPLIANCE WITH SECTIONS 10(A) AND 10(B) HEREOF, LESSOR MUST RESERVE FOR LESSEE,
AND MAY NOT LEASE TO ANY THIRD PARTY, GSAT SPECTRUM IN MARKETS OUTSIDE THE [*]
THAT INCLUDE AT LEAST 44,000,000 POPS IN THE AGGREGATE.
(C)
LESSOR'S REFERRAL OBLIGATION.
(I)
LESSOR WILL REFER TO LESSEE OPPORTUNITIES
FROM OTHER RURAL OPERATORS OF TELECOMMUNICATIONS SERVICES