OF A "PLACE," AS USED FOR THE REPORTING OF DECENNIAL CENSUS DATA,
INCLUDING CENSUS DESIGNATED PLACES, CONSOLIDATED CITIES AND INCORPORATED PLACES,
BASED ON 2000 CENSUS DATA AND EXTRAPOLATED TO 2006 USING COUNTY GROWTH RATE
DEMOGRAPHIC INFORMATION AS PROVIDED BY CLARITAS AND INCLUDED IN EXHIBIT C
HERETO.
AT ANY TIME PRIOR TO THE BEGINNING OF ITS BUILD-OUT IN A PARTICULAR
INITIAL MARKET, LESSEE MAY WITH PRIOR NOTICE TO LESSOR SUBSTITUTE, IN PLACE OF
SUCH INITIAL MARKET, ONE OR MORE ALTERNATIVE GEOGRAPHIC MARKETS WITHIN THE
UNITED STATES AND OUTSIDE THE [*] CONTAINING AN EQUIVALENT NUMBER OF POPS TO THE
INITIAL MARKET SO REPLACED ("SUBSTITUTED MARKETS"), AND UPON SUCH NOTICE
EXHIBIT B SHALL BE DEEMED AMENDED TO REPLACE SUCH INITIAL MARKET WITH THE
SUBSTITUTED MARKETS; PROVIDED, HOWEVER, THAT IN NO CASE WILL THE INITIAL MARKETS
INCLUDE IN EXCESS OF [*] POPS.
(B)
PERMITTED USE. LESSEE MAY USE THE LEASED
SPECTRUM TO OFFER WIRELESS BROADBAND INTERNET ACCESS SERVICES UTILIZING DATA
RATES OF [*] MBPS DOWNLINK AND [*] KBPS UPLINK OVER THE SYSTEM (THE "ORC
SERVICES"), BUT ONLY IF AND TO THE EXTENT THAT SUCH USE AND ORC SERVICES
(I) COMPLY WITH ALL TERMS AND CONDITIONS OF THE FCC LICENSES AND THE
COMMUNICATIONS LAWS, AS CURRENTLY IN EFFECT OR AS THEY MAY BE MODIFIED IN THE
FUTURE, INCLUDING WITHOUT LIMITATION THOSE COMMUNICATIONS LAWS RELATED TO ATC
SERVICE, AND (II) DO NOT INTERFERE WITH THE FULL OPERATION OF THE MOBILE
SATELLITE SERVICE ("MSS") SYSTEM OPERATED BY LESSOR AND ITS AFFILIATES
(INCLUDING ALL GATEWAY EARTH STATIONS, MOBILE EARTH STATIONS, AND OTHER
FACILITIES AND EQUIPMENT RELATED THERETO), THEIR FULL USE OF THE FCC LICENSES
OUTSIDE THE LEASED SPECTRUM (SUBJECT TO SECTION 10(G) HEREOF), AND THEIR
PROVISION OF COMMUNICATIONS SERVICES OUTSIDE THE LEASED TERRITORIES, AND SO LONG
AS THE SYSTEM AND LESSEE'S CUSTOMER PREMISES EQUIPMENT IS CAPABLE OF
COMMUNICATING WITH SUCH MSS SYSTEM IN ACCORDANCE WITH LESSOR'S TECHNICAL
SPECIFICATIONS.
(C)
SCOPE OF SPECTRUM USAGE RIGHTS. SUBJECT AT
ALL TIMES TO THE REVIEW, SUPERVISION AND ULTIMATE CONTROL OF LESSOR, THE
SPECTRUM USAGE RIGHTS GRANTED HEREUNDER CONVEY TO LESSEE THE RIGHT AND
OBLIGATION TO USE THE LEASED SPECTRUM TO PURCHASE, CONSTRUCT AND OPERATE THE
SYSTEM TO PROVIDE THE ORC SERVICES WITHIN THE LEASED TERRITORIES. THE SPECTRUM
USAGE RIGHTS GRANTED TO LESSEE INCLUDE, AMONG OTHER THINGS, THE RIGHT AND
OBLIGATION TO THE EXTENT CONSISTENT WITH THE COMMUNICATIONS LAWS:
(I)
DESIGN AND CONSTRUCT THE SYSTEM, INCLUDING
DETERMINING THE NUMBER AND LOCATION OF RADIO FACILITIES TO BE CONSTRUCTED;
2
(II)
IDENTIFY, OBTAIN AND MAINTAIN, IN ITS OWN
NAME, FULL LEGAL RIGHT TO ALL REAL PROPERTY NECESSARY TO DEPLOY THE SYSTEM;
(III)
OBTAIN AND MAINTAIN, IN ITS OWN NAME,
APPROPRIATE ZONING APPROVAL FOR THE SYSTEM;
(IV)
PURCHASE, IN ITS OWN NAME, ALL EQUIPMENT AS MAY
BE NECESSARY OR APPROPRIATE FOR THE CONSTRUCTION AND TESTING OF THE SYSTEM;
(V)
PROVIDE ADMINISTRATIVE, LEGAL, ACCOUNTING,
BILLING, CREDIT, COLLECTION, INSURANCE, PURCHASING, CLERICAL AND SUCH OTHER
GENERAL SERVICES AS MAY BE NECESSARY OR APPROPRIATE FOR THE CONSTRUCTION,
TESTING, MAINTENANCE AND OPERATION OF THE SYSTEM;
(VI)
PROVIDE OPERATIONAL, ENGINEERING, MAINTENANCE,