RESULT OF SUCH
EVENT LESSEE IS NOT LEGALLY ABLE TO USE AT LEAST [*] MHZ OF THE S-BAND SPECTRUM
GRANTED HEREBY, THEN LESSOR AND LESSEE SHALL PROMPTLY MEET AND DISCUSS WHETHER
ANY ACTIONS CAN BE TAKEN THAT WOULD ALLOW LESSEE TO CONTINUE TO PROVIDE THE ORC
SERVICES IN THE LEASED TERRITORIES AS CONTEMPLATED BY THIS LEASE AGREEMENT.
IF
THE PARTIES HAVE NOT AGREED ON A SOLUTION WITHIN 30 DAYS FOLLOWING SUCH MEETING,
LESSEE MAY TERMINATE ITS LEASE OF GSAT SPECTRUM PURSUANT TO THIS LEASE
AGREEMENT.
(C)
TERMINATION BY LESSOR. THE TERM OF THE LEASE
OF GSAT SPECTRUM PURSUANT TO THIS LEASE AGREEMENT MAY BE TERMINATED BY LESSOR:
(I)
IF LESSOR PROVIDES WRITTEN NOTICE TO
LESSEE THAT LESSEE HAS MATERIALLY BREACHED ITS REPRESENTATIONS, WARRANTIES,
COVENANTS, OBLIGATIONS OR OTHER AGREEMENTS CONTAINED IN THIS LEASE AGREEMENT;
PROVIDED THAT LESSEE HAS FAILED TO CURE SUCH BREACH WITHIN THIRTY (30) DAYS FROM
THE DATE OF ITS RECEIPT OF THE NOTICE SPECIFIED IN THIS SUBSECTION (OR SUCH
LONGER PERIOD TO THE EXTENT REQUIRED TO EFFECTUATE CURE IF PROMPTLY COMMENCED
AND DILIGENTLY PURSUED, BUT NOT LONGER THAN 90 DAYS); AND PROVIDED FURTHER THAT
LESSOR (A) SPECIFIES IN SUCH NOTICE THE REPRESENTATION, WARRANTY, COVENANT,
OBLIGATION OR OTHER AGREEMENT OF WHICH IT REGARDS LESSEE TO BE IN MATERIAL
BREACH, AND (B) IS NOT ITSELF IN MATERIAL BREACH OF ITS REPRESENTATIONS,
WARRANTIES, COVENANTS, OBLIGATIONS OR AGREEMENTS CONTAINED HEREIN;
(II)
IMMEDIATELY IF THE LESSEE BECOMES INSOLVENT,
MAKES A TRANSFER IN FRAUD OF CREDITORS, OR MAKES AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS;
(III)
IF, FOLLOWING THE LEASE COMMENCEMENT DATE, THE
FCC REQUIRES ALTERATIONS TO THE TERMS OF THIS LEASE AGREEMENT THAT WOULD
MATERIALLY ALTER
26
LESSOR'S RIGHTS OR OBLIGATIONS HEREUNDER AND THE PARTIES HERETO ARE UNABLE IN
GOOD FAITH TO NEGOTIATE SUBSTITUTE TERMS WHICH PROVIDE SUBSTANTIALLY EQUIVALENT
RIGHTS AND OBLIGATIONS AS ARE PROVIDED HEREUNDER ;
(IV)
IF LESSOR, IN THE EXERCISE OF ITS SOLE
DISCRETION, DETERMINES THAT THE SYSTEM OR ANY PART THEREOF IS IN MATERIAL
NON-COMPLIANCE WITH THE COMMUNICATIONS LAWS AND THAT LESSEE IS UNABLE OR
UNWILLING TO REMEDY SUCH MATERIAL NON-COMPLIANCE WITHIN THIRTY (30) DAYS AFTER
NOTICE THEREOF; PROVIDED, HOWEVER, LESSEE HEREBY AGREES THAT, AS AN ALTERNATIVE
TO TERMINATING THIS LEASE AGREEMENT, LESSOR MAY, IN ITS SOLE DISCRETION, SEEK TO
COMPEL LESSEE TO TAKE SUCH ACTION AS IS NECESSARY TO REMEDY ANY SUCH VIOLATIONS
THAT CAN BE REMEDIED WITH COMMERCIALLY REASONABLE ACTION AND AT COMMERCIALLY
REASONABLE EXPENSE; OR
(V)
IF LESSEE'S TECHNOLOGY FAILS TO FUNCTION FOR
ITS INTENDED PURPOSE AS SUCH PURPOSE IS REFLECTED IN THE BUSINESS PLAN THAT
LESSEE HAS SUBMITTED TO TH RUS OR FAILS TO COMPLY IN ALL MATERIAL RESPECTS WITH
THE COMMUNICATIONS LAWS AT THE CONCLUSION OF THE BETA TEST, OR IF LESSEE IS NOT
LEGALLY ABLE TO USE AT LEAST [*] MHZ OF LESSOR'S S-BAND SPECTRUM OR THE SYSTEM
CANNOT BE OPERATED FOR ITS
INTENDED PURPOSE DUE TO THIRD PARTY INTERFERENCE;
PROVIDED THAT (A) LESSOR HAS COMPLIED ITS OBLIGATIONS RELATING TO THE BETA TEST
SET FORTH IN SECTION 10(F), AND (B) LESSOR NOTIFIES