FOR BODILY INJURY AND PROPERTY DAMAGE FOR
EACH OCCURRENCE; AND (V) UMBRELLA EXCESS LIABILITY POLICY. ALL LIABILITY AND CGL
INSURANCE SHALL DESIGNATE MOTIENT AND ITS AFFILIATES AS ADDITIONAL INSUREDS. ALL
SUCH
INSURANCE MUST BE PRIMARY AND REQUIRED TO RESPOND AND PAY PRIOR TO ANY OTHER
AVAILABLE COVERAGE, AND SHALL BE WITH AN INSURANCE CARRIER HAVING AN A.M. BEST
RATING OF AT LEAST A-VII.
9.2.2
AETHER SHALL FURNISH TO MOTIENT, UPON WRITTEN REQUEST, CERTIFICATES
OF INSURANCE OR OTHER APPROPRIATE DOCUMENTATION (INCLUDING EVIDENCE OF RENEWAL
OF INSURANCE) EVIDENCING THE INSURANCE COVERAGE REFERENCED ABOVE, NAMING MOTIENT
AS AN ADDITIONAL INSURED.
SUCH CERTIFICATES OR OTHER DOCUMENTATION SHALL
INCLUDE A PROVISO WHEREBY FIFTEEN (15) DAYS PRIOR WRITTEN NOTICE SHALL BE
PROVIDED TO AETHER PRIOR TO COVERAGE CANCELLATION OR OTHER MATERIAL ALTERATION
BY EITHER MOTIENT OR THE APPLICABLE INSURER.
SUCH CANCELLATION OR MATERIAL
ALTERATION SHALL NOT RELIEVE MOTIENT OF ITS CONTINUING OBLIGATION TO MAINTAIN
INSURANCE COVERAGE IN ACCORDANCE WITH THIS SECTION.
9.3
REPRESENTATIONS AND WARRANTIES.
9.3.1
MOTIENT HEREBY WARRANTS THAT THE SERVICES WILL BE PROVIDED IN
ACCORDANCE WITH GOOD BUSINESS MANAGEMENT PRACTICES. [*]
9.3.2
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
10.
LIMITATIONS OF LIABILITY
10.1
NEITHER PARTY 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 THE SERVICES OR OTHER CONDUCT UNDER THIS AGREEMENT.
10.2
NOTHING CONTAINED 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 TO TANGIBLE REAL OR TANGIBLE PERSONAL PROPERTY OR THE
ENVIRONMENT, WHEN PROXIMATELY CAUSED BY AETHER'S OR MOTIENT'S NEGLIGENCE OR THAT
OF THEIR RESPECTIVE AGENTS, SUBCONTRACTORS OR EMPLOYEES. NOTHING CONTAINED IN
THIS SECTION SHALL LIMIT AETHER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.
11.
MAINTENANCE OF EQUIPMENT AND SOFTWARE
11.1
EXCEPT FOR THE SERVICES TO BE PROVIDED HEREUNDER AS SET FORTH IN
THIS AGREEMENT AND IN ANY ADDENDUMS, MOTIENT SHALL NOT BE RESPONSIBLE FOR THE
OPERATION OR MAINTENANCE OF THE LAND EARTH STATIONS OR THE SOFTWARE NECESSARY TO
OPERATE SUCH LAND EARTH STATIONS. NOTWITHSTANDING THE GENERALITY OF THE
FOREGOING, AETHER SHALL
* Confidential information. Information has been redacted.
BE SOLELY RESPONSIBLE FOR ANY AND ALL UPGRADES, IMPROVEMENTS, REPLACEMENTS,
MODIFICATIONS, REPAIRS OR SIMILAR ITEMS WITH RESPECT TO THE LAND EARTH STATIONS
AND THE SOFTWARE EMBEDDED THEREIN. IN THE EVENT THAT AETHER USES THE LAND EARTH
STATIONS OR ANY SOFTWARE IN A MANNER THAT IMPAIRS AETHER'S USE OF THE LAND EARTH
STATIONS, AETHER SHALL NOT BE EXCUSED FROM PAYMENT FOR SUCH USE.
11.2
THE FLOOR AND OFFICE SPACE HOUSING THE LAND EARTH STATIONS IS
PROVIDED TO AETHER ON AN "AS IS, WHERE IS" BASIS, IN THE CURRENT CONFIGURATION.
IF AETHER WISHES TO RE-CONFIGURE THE LAND EARTH STATIONS, OR EMPLOYEE WORK
STATIONS OR ANY OTHER