IN ALL INITIAL MARKETS WITHIN THE TIME PERIODS AND IN ACCORDANCE WITH
THE MILESTONES SET FORTH ON EXHIBIT G HEREOF (THE "BUILD OUT MILESTONES") WHICH
BUILD OUT MILESTONES SHALL BE THE SAME AS THOSE SPECIFIED BY THE RUS AS AMENDED
FROM TIME TO TIME.
IF LESSEE FAILS TO COMPLY WITH THE BUILD OUT MILESTONES, AND
DOES NOT CURE THIS FAILURE WITHIN 90 DAYS AFTER LESSOR PROVIDES WRITTEN NOTICE
OF SUCH FAILURE TO LESSEE, (OR WITHIN SUCH LONGER PERIOD TO THE EXTENT REQUIRED
TO EFFECTUATE A CURE IF PROMPTLY COMMENCED AND DILIGENTLY PURSUED, BUT NOT
LONGER THAN 180 DAYS), THEN, IF LESSOR SO ELECTS, LESSEE SHALL FORFEIT ITS
SPECTRUM USAGE RIGHTS IN THE GEOGRAPHIC MARKETS WHICH HAVE NOT BEEN COMPLETED
AND MADE OPERATIONAL IN ACCORDANCE WITH THE BUILD OUT MILESTONES (THE "FORFEITED
MARKETS").
ONCE FORFEITED, THE GSAT SPECTRUM IN A FORFEITED MARKET MAY BE USED
AND/OR LEASED BY LESSOR FREE OF RESTRICTION UNDER THIS LEASE AGREEMENT. IN THE
EVENT OF ANY FORFEITURE OF SPECTRUM USAGE RIGHTS UNDER THIS SECTION, ALL
UNEXERCISED OPTIONS SHALL IMMEDIATELY EXPIRE, AND SECTIONS 10(B)(III), 10(C),
10(D)(I) AND 10(E)(I) SHALL IMMEDIATELY TERMINATE IN THEIR ENTIRETY ON THE
EFFECTIVE DATE OF SUCH FORFEITURE.
(I)
SATISFACTION OF CONDITIONS.
THE PARTIES
WILL COOPERATE WITH EACH OTHER IN GOOD FAITH AND EXERCISE REASONABLE COMMERCIAL
EFFORTS TO SATISFY THE CONDITIONS TO THE LEASE COMMENCEMENT DATE SET FORTH IN
SECTION 9 HEREOF.
(J)
ADDITIONAL RIGHTS TO LEASED SPECTRUM.
IF
AT ANY POINT DURING THE TERM OF THIS LEASE AGREEMENT, THE COMMUNICATIONS LAWS
PERMIT THE DISAGGREGATION OF OF THE GSAT SPECTRUM SUCH THAT USE OF THE PORTION
OF THE GSAT SPECTRUM APPLICABLE TO THE LEASED TERRITORIES FOR THE ORC SERVICES
COULD BE TRANSFERRED TO A THIRD PERSON SEPARATELY FROM THE REST OF THE GSAT
SPECTRUM, THEN THE PARTIES SHALL PROMPTLY THEREAFTER MEET, NEGOTIATE IN GOOD
FAITH, AND EXERCISE ALL COMMERCIALLY REASONABLE EFFORTS IN AN ATTEMPT TO PROVIDE
LESSEE WITH ADDITIONAL RIGHTS TO THE LEASED SPECTRUM IN THE EVENT OF LESSOR'S
BANKRUPTCY OR INSOLVENCY (SUCH POTENTIAL ADDITIONAL RIGHTS TO INCLUDE, WITHOUT
LIMITATION, A RIGHT TO PURCHASE SUCH SPECTRUM AND/OR A SECURITY INTEREST
20
IN SUCH SPECTRUM OR THE PROCEEDS OF SUCH SPECTRUM OR OTHER RELATED ASSETS);
PROVIDED, HOWEVER, THAT THIS SECTION 10(J) SHALL NOT REQUIRE LESSOR TO TAKE ANY
ACTION THAT WOULD BE IN CONFLICT WITH ANY THEN EXISTING LOAN AGREEMENT OR OTHER
THIRD PERSON AGREEMENT, AND THERE CAN BE NO ASSURANCE THAT THE PARTIES WILL
REACH AGREEMENT ON THE GRANT OF ANY ADDITIONAL RIGHTS TO LESSEE.
(K)
ADDITIONAL RIGHTS OF LESSEE.
(I) LESSOR SHALL NOT SELL OR OTHERWISE TRANSFER ANY PORTION OF THE LEASED
SPECTRUM APPLICABLE TO THE LESSEE MARKETS (THE "TRANSFERRED SPECTRUM") WITHOUT
LESSEE'S CONSENT, EXCEPT TO A TRANSFEREE WHO ASSUMES LESSOR'S OBLIGATIONS UNDER
AND AGREES TO BE BOUND BY THE TERMS OF THIS LEASE AGREEMENT.
(ii) At any time following Lessor's bankruptcy or insolvency, Lessee shall have
the right, upon written notice to Lessor, to have the lease payments under this
Lease Agreement adjusted on a prospective basis so that such lease