THIRD PARTY REGARDING A SUBLEASE OF GSAT SPECTRUM OUTSIDE THE [*] ("SUBLEASED
SPECTRUM"), BUT (I) THE SUBLEASE IS NOT PERMITTED BY LAW OR (II) THE THIRD PARTY
REQUIRES, AS A CONDITION TO THE EFFECTIVENESS OF THE SUBLEASE, THAT IT LEASE THE
SUBLEASED SPECTRUM DIRECTLY FROM LESSOR, THEN THE PRECEDING TWO SENTENCES WILL
APPLY TO ANY LEASE OF THE SUBLEASED SPECTRUM BY LESSOR TO SUCH THIRD PARTY.
"COVERED OPERATORS" MEANS THE FOLLOWING ENTITIES AND THEIR AFFILIATES: EMBARQ,
CITIZENS COMMUNICATIONS, CENTURYTEL, QWEST, CLEARWIRE AND SPRINT.
(III)
IF LESSEE DISAGREES WITH ANY OF LESSOR'S GOOD
FAITH PRICING DETERMINATIONS UNDER SUBSECTION (C)(II) ABOVE, LESSEE MAY OBJECT
TO SUCH DETERMINATION ONLY BY DELIVERING WRITTEN NOTICE OF SUCH OBJECTION TO
LESSOR WITHIN 10 BUSINESS DAYS FOLLOWING LESSOR'S DELIVERY OF NOTICE OF SUCH
DETERMINATION TO LESSEE.
THE PARTIES WILL THEREAFTER NEGOTIATE IN GOOD FAITH IN
AN ATTEMPT TO RESOLVE SUCH DISAGREEMENT.
IF THE PARTIES CANNOT REACH AGREEMENT
WITHIN 30 DAYS AFTER LESSEE'S OBJECTION NOTICE, THE MATTER WILL BE RESOLVED BY A
PANEL OF THREE INDEPENDENT INDUSTRY EXPERTS PURSUANT TO THE PROCESS SET FORTH IN
SECTION 7(C) HEREOF.
(IV)
SUBJECT TO THE LIMITATIONS SET FORTH THEREIN,
SUBSECTION (C)(II) ABOVE WILL APPLY TO A LEASE OR SUBLEASE OF GSAT SPECTRUM THAT
INCLUDES MARKETS WITHIN THE [*].
IN SUCH CASE, SUBSECTION (C)(II) WILL ONLY
APPLY TO THAT PORTION OF THE LEASE OR SUBLEASE THAT COVERS MARKETS OUTSIDE THE
[*]; PROVIDED, HOWEVER, THAT IN CONNECTION WITH ITS ELECTION DESCRIBED IN THE
FIRST SENTENCE OF SUBSECTION (C)(II) ABOVE, LESSEE MAY ALSO ELECT TO HAVE ANY
GEOGRAPHIC MARKETS WITHIN THE [*] COVERED BY SUCH COVERED OPERATOR LEASE TREATED
AS OPTION MARKETS FOR PURPOSES OF DETERMINING (A) THE NUMBER OF POPS AVAILABLE
WITHIN THE OPTION MARKETS AND (B) LESSEE'S EXERCISE OF OPTIONS WITHIN THE TIME
PERIODS REQUIRED UNDER SECTION 10(B), BUT FOR NO OTHER PURPOSE.
IF LESSOR AND
ANOTHER OPERATOR SIGN A LETTER OF INTENT OR OTHER SIMILAR PRELIMINARY AGREEMENT
THAT CONTEMPLATES THE LEASE OF GSAT SPECTRUM BY LESSOR TO SUCH OPERATOR, AND ANY
OF THE POPS TO BE COVERED BY THE PROPOSED LEASE FALL OUTSIDE THE [*], THEN
LESSOR WILL NOTIFY LESSEE OF SUCH PRELIMINARY AGREEMENT
WITHIN SEVEN DAYS AND
USE REASONABLE BEST EFFORTS TO ALLOW LESSEE THE OPPORTUNITY TO DISCUSS WITH SUCH
OPERATOR THE POTENTIAL FOR LESSEE TO PROVIDE SUCH OPERATOR WITH PRODUCT AND
SERVICE SOLUTIONS FOR ITS PROPOSED SERVICE OFFERING OUTSIDE THE [*]; PROVIDED,
HOWEVER, THAT THIS SENTENCE SHALL NOT LIMIT OR PRECLUDE LESSOR'S ABILITY TO
ENTER INTO A DEFINITIVE LEASE OF GSAT SPECTRUM WITH ANY SUCH OPERATOR, SUBJECT
TO LESSOR'S COMPLIANCE WITH SECTION 10(B)(III) (TO THE EXTENT APPLICABLE).
(V)
FOR AVOIDANCE OF DOUBT, ANY GSAT SPECTRUM
LEASED BY LESSOR TO A THIRD PARTY NOT IN VIOLATION WITH THE TERMS OF THIS LEASE
AGREEMENT SHALL NOT BE AVAILABLE TO LESSEE FOR LEASE PURSUANT TO THIS LEASE
AGREEMENT (INCLUDING WITHOUT LIMITATION SECTIONS 10(A) AND 10(B) HEREOF).
17
(D)
[*]
(E)
OTHER COMMERCIAL ARRANGEMENTS.
LESSOR AND
LESSEE SHALL GRANT EACH OTHER ROAMING AGREEMENTS ON THEIR RESPECTIVE TERRESTRIAL
SYSTEMS AND NETWORKS, CONSISTENT WITH