INITIAL
MARKETS AND DEFERRED POP MARKETS. BEGINNING ON THE LEASE COMMENCEMENT DATE AND
CONTINUING ON THE SAME DAY OF EACH MONTH THEREAFTER UNTIL THE EXPIRATION OR
TERMINATION OF THE TERM OF THIS LEASE AGREEMENT, LESSEE WILL PAY TO LESSOR
MONTHLY LEASE PAYMENTS AS FOLLOWS:
(I)
FIXED MONTHLY PAYMENTS ("FIXED LEASE
PAYMENTS") AND DOWN PAYMENTS ("DOWN PAYMENTS") AS SET FORTH ON EXHIBIT D
HERETO.
THE FIXED LEASE PAYMENTS FOR THE INITIAL MARKETS SHALL BEGIN, AND THE
DOWN PAYMENT FOR THE INITIAL MARKETS SHALL BE PAYABLE, ON THE LEASE COMMENCEMENT
DATE.
THE FIXED LEASE PAYMENTS FOR THE DEFERRED POP MARKETS SHALL BEGIN, AND
THE DOWN PAYMENT FOR THE DEFERRED POP MARKETS SHALL BE PAYABLE, ON THE EARLIER
OF (A) THE DATE ON WHICH LESSEE BEGINS OFFERING ANY ORC SERVICES IN SUCH MARKET
PURSUANT TO SECTION 10(A) HEREOF AND (B) THE FIRST DAY OF THE [*] MONTH
FOLLOWING THE LEASE COMMENCEMENT DATE.
IF LESSEE IS NOT ABLE TO USE A PORTION
OF THE GSAT SPECTRUM DUE TO A REGULATORY RESTRICTION IMPOSED BY THE FCC, THE
DOWN PAYMENT AND ALL FIXED LEASE PAYMENTS SHALL BE ADJUSTED SO THAT THEY APPLY
PROPORTIONATELY BASED ON THE PORTION (DETERMINED BY NUMBER OF MHZ) OF GSAT
SPECTRUM ACTUALLY AVAILABLE FOR USE BY LESSEE, AS MORE SPECIFICALLY SET FORTH ON
EXHIBIT D HERETO.
10
(II)
VARIABLE MONTHLY PAYMENTS ("VARIABLE LEASE
PAYMENTS") EQUAL TO $[*] PER SUBSCRIBER PER MONTH ON THE SYSTEM.
A "SUBSCRIBER"
IS DEFINED AS A UNIT OF CUSTOMER PREMISES EQUIPMENT, OR A GROUP OF UNITS OF
CUSTOMER PREMISES EQUIPMENT EMPLOYED BY THE SAME USER THAT SHARE A SINGLE
WIRELESS ACCESS CARD OR SPECIFIC CUSTOMER IDENTIFIER AND NO TWO OF WHICH MAY BE
USED SIMULTANEOUSLY.
WITHIN FIVE DAYS FOLLOWING EACH MONTH-END DURING THE TERM
OF THIS LEASE AGREEMENT, LESSEE SHALL DELIVER TO LESSOR A WRITTEN CERTIFICATION
OF THE NUMBER OF SUBSCRIBERS ON THE SYSTEM DURING SUCH MONTH.
THE VARIABLE
LEASE PAYMENTS SHALL INCREASE [*]% ON THE FIRST DAY OF THE 25TH MONTH FOLLOWING
THE LEASE COMMENCEMENT DATE (THE "ESCALATION DATE"), AND THE VARIABLE LEASE
PAYMENTS THEN IN EFFECT SHALL INCREASE [*]% ON EACH ANNIVERSARY OF THE
ESCALATION DATE THEREAFTER, ALL AS SET FORTH ON EXHIBIT D.
(III)
FOR AVOIDANCE OF DOUBT, THIS SUBSECTION
(A) SHALL NOT BE APPLICABLE TO ANY LEASED SPECTRUM LEASED PURSUANT TO THE
OPTIONS AS DESCRIBED IN SECTION 10(B) HEREOF.
(B)
REGULATORY FEES. LESSEE SHALL PAY
ITS OWN FCC REGULATORY FEES, IF ANY, ACCRUING BY REASON OF LESSEE'S OPERATION OF
THE SYSTEM ON THE LEASED SPECTRUM.
(C)
SALES AND USE TAXES. LESSEE SHALL
BILL, COLLECT, REPORT, AND REMIT ANY AND ALL SALES OR USE TAXES DIRECTLY RELATED
TO LESSEE'S USE OF THE LEASED SPECTRUM AND THE SERVICES PROVIDED THEREON IN ALL
JURISDICTIONS WHERE SUCH TAXES APPLY.
(D)
INSPECTION RIGHTS.
LESSOR AND
ITS AFFILIATES, AGENTS, ACCOUNTANTS AND OTHER ADVISORS MAY INSPECT LESSEE'S
BOOKS AND RECORDS FROM TIME TO TIME, UPON REASONABLE NOTICE AND IN A MANNER NOT
TO UNREASONABLY INTERFERE WITH LESSEE'S BUSINESS OPERATIONS, IN ORDER FOR LESSOR
TO CONFIRM LESSEE'S COMPLIANCE WITH ITS OBLIGATIONS