OF ITS COVENANTS AND OBLIGATIONS UNDER THIS LEASE
AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY SUCH PARTY ON OR PRIOR TO THE
LEASE COMMENCEMENT DATE, AND LESSOR SHALL HAVE DELIVERED TO LESSEE A CERTIFICATE
EXECUTED BY A SENIOR OFFICER OF LESSOR CERTIFYING AS TO LESSOR'S COMPLIANCE WITH
THE FOREGOING.
(G)
[*]
THE CONDITION SET FORTH IN SUBSECTIONS (D) AND (E) ABOVE MAY BE WAIVED BY
LESSOR, AND SUBSECTION (F) ABOVE MAY BE WAIVED BY LESSEE.
10.
OTHER AGREEMENTS.
(A)
DEFERRED POP MARKETS.
(I)
SUBJECT TO THE LIMITATIONS BELOW, LESSEE
SHALL SELECT ADDITIONAL GEOGRAPHIC MARKETS WITHIN THE UNITED STATES THAT INCLUDE
A TOTAL OF [*]
12
POPS (THE "DEFERRED POP MARKETS") WITHIN WHICH THE SPECTRUM USAGE RIGHTS WILL BE
GRANTED HEREUNDER AT A TIME OR TIMES OF LESSEE'S CHOOSING (AS EVIDENCED BY
WRITTEN NOTICE TO LESSOR) ON OR AFTER THE LEASE COMMENCEMENT DATE AND PRIOR TO
OR DURING THE [*] MONTH FOLLOWING THE LEASE COMMENCEMENT DATE.
THE TERM OF THE
GRANT OF SPECTRUM USAGE RIGHTS HEREUNDER FOR THE DEFERRED POP MARKETS SHALL RUN
FROM THE DATE OF SUCH GRANT UNTIL THE END OF THE INITIAL TERM, AND THE RENEWAL
PROVISIONS OF SECTION 7(B) AND THE ADDITIONAL LEASE EXTENSION PROVISION OF
SECTION 7(C) SHALL APPLY TO THE DEFERRED POP MARKETS AS WELL AS THE INITIAL
MARKETS.
(II)
LESSEE WILL USE ITS REASONABLE BEST EFFORTS
TO IDENTIFY IN WRITING THE DEFERRED POP MARKETS TO LESSOR WITHIN ONE YEAR OF THE
LEASE COMMENCEMENT DATE.
ONCE THE DEFERRED POP MARKETS HAVE BEEN SO IDENTIFIED
IN WRITING BY LESSEE TO LESSOR, LESSOR MAY NOT LEASE, OR ENTER INTO ANY
DISCUSSIONS REGARDING THE LEASE OF, THE USE OF ANY GSAT SPECTRUM WITHIN SUCH
DEFERRED POP MARKETS TO ANY PERSON OR ENTITY OTHER THAN LESSEE DURING THE TERM
OF THIS LEASE AGREEMENT, PROVIDED THAT LESSEE COMPLIES IN A TIMELY FASHION WITH
ITS OBLIGATIONS SET FORTH IN SECTION 10(A)(I) ABOVE.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, EXCEPT WITH RESPECT TO THE NINE MARKETS DESIGNATED WITH AN ASTERISK ON
EXHIBIT E HERETO, NO DEFERRED POP MARKET MAY FALL WITHIN THE CELLULAR MARKET
AREAS SET FORTH ON EXHIBIT E HERETO [*], AND NO MARKET WITHIN THE [*] SHALL BE
INCLUDED AS A DEFERRED POP MARKET, UNLESS LESSOR CONSENTS IN WRITING TO THE
INCLUSION OF SUCH MARKET (WHICH CONSENT LESSOR MAY WITHHOLD IN ITS SOLE
DISCRETION), AND THE PARTIES REACH AGREEMENT ON PRICING THEREFOR. LESSOR WILL
RESPOND WITHIN TEN BUSINESS DAYS OF RECEIPT TO ANY LESSEE REQUEST TO INCLUDE A
[*] MARKET IN THE DEFERRED POP MARKETS.
"CELLULAR MARKET AREA" AS USED HEREIN
HAS THE MEANING COMMONLY USED BY THE FCC AND IN THE MOBILE WIRELESS INDUSTRY.
(IV)
LESSOR AND LESSEE WILL WORK TOGETHER TO PREPARE
AND FILE ANY NECESSARY APPLICATIONS OR NOTIFICATIONS TO THE FCC THAT MAY BE
REQUIRED IN CONNECTION WITH THE EXTENSION OF THE SPECTRUM USAGE RIGHTS TO ANY
DEFERRED POP MARKETS.
THE INITIAL MARKETS TOGETHER WITH THE DEFERRED POP
MARKETS ARE COLLECTIVELY REFERRED TO AS THE "LESSEE MARKETS."
(V)
FOR AVOIDANCE OF DOUBT, THE FACT