SET FORTH HEREIN, FOR THE
DURATION OF LESSOR'S FCC LICENSES, INCLUDING ANY RENEWALS THEREOF, OR FOR 30
YEARS FROM THE LEASE COMMENCEMENT DATE, WHICHEVER IS SHORTER, SUBJECT AT ALL
TIMES TO COMPLIANCE WITH THE COMMUNICATIONS LAWS, PROVIDED THAT, SHOULD THE
DURATION OF LESSOR'S FCC LICENSES BE LESS THAN THIRTY (30) YEARS THEN LESSOR
AGREES TO RENEW THIS LEASE AGREEMENT UNDER THE SAME TERMS AND CONDITIONS FOR
SUCH ADDITIONAL PERIOD OR PERIODS WHICH TAKEN TOGETHER WILL EQUAL THIRTY (30)
YEARS FROM THE COMMENCEMENT DATE
(THE "INITIAL TERM").
(B)
RENEWAL.
IF LESSEE IS IN COMPLIANCE WITH THE
TERMS OF THIS LEASE AGREEMENT AT SUCH TIME, LESSEE MAY ELECT TO EXTEND THE TERM
OF THIS LEASE AGREEMENT FOR AN ADDITIONAL TEN YEARS FOLLOWING THE END OF THE
INITIAL TERM (THE "RENEWAL TERM") BY DELIVERING WRITTEN NOTICE OF ITS INTENT TO
EXERCISE ITS OPTION TO RENEW TO LESSOR NOT LESS THAN 36 MONTHS PRIOR TO THE
EXPIRATION OF THE INITIAL TERM.
PAYMENT TERMS FOR THE
9
RENEWAL TERM SHALL BE AS SET FORTH IN SECTION 8 AND EXHIBIT D HEREOF (EXCEPT
WITH RESPECT TO THE OPTION MARKETS, THE PAYMENT TERMS FOR WHICH ARE COVERED BY
SECTION 10(B)(II)).
(C)
ADDITIONAL LEASE EXTENSION.
BEGINNING 37
MONTHS PRIOR TO THE END OF THE RENEWAL TERM, IF THE LEASE IS RENEWED PURSUANT TO
SECTION 7(B) ABOVE, THE PARTIES WILL NEGOTIATE IN GOOD FAITH IN AN ATTEMPT TO
AGREE ON A FURTHER EXTENSION OF THE TERM OF THIS LEASE AGREEMENT.
IF THE
PARTIES HAVE NOT AGREED ON SUCH AN EXTENSION ON OR BEFORE THE 15TH MONTH PRIOR
TO THE END OF THE RENEWAL TERM, THEN EITHER PARTY SHALL BE ENTITLED TO REQUIRE
THAT THE UNRESOLVED TERMS IN THE LEASE EXTENSION BE SUBMITTED TO A PANEL OF
THREE INDEPENDENT INDUSTRY EXPERTS FOR DETERMINATION OF COMMERCIALLY REASONABLE
TERMS BASED ON MARKET COMPARABLES ("DETERMINATION") IN ACCORDANCE WITH THE
FOLLOWING PROCESS.
THE PARTY DESIRING SUCH DETERMINATION SHALL GIVE WRITTEN
NOTICE TO THAT EFFECT TO THE OTHER PARTY, SPECIFYING IN SUCH NOTICE THE NAME,
ADDRESS AND PROFESSIONAL QUALIFICATIONS OF ITS APPOINTED EXPERT.
WITHIN 15 DAYS
AFTER RECEIPT OF SUCH NOTICE, THE OTHER PARTY SHALL GIVE WRITTEN NOTICE TO THE
PARTY DESIRING SUCH DETERMINATION, SPECIFYING THE NAME, ADDRESS AND PROFESSIONAL
QUALIFICATIONS OF ITS APPOINTED EXPERT.
THE TWO APPOINTED EXPERTS SHALL WITHIN
15 DAYS THEREAFTER APPOINT A THIRD EXPERT BY MUTUAL CONSENT.
ALL EXPERTS
APPOINTED HEREUNDER SHALL HAVE PROFESSIONAL QUALIFICATIONS AND EXPERIENCE
APPROPRIATE TO ADDRESS THAT MATTERS AT ISSUE, AND SHALL BE IN ALL RESPECTS
IMPARTIAL AND DISINTERESTED.
THE PANEL OF EXPERTS SHALL PREPARE AND DELIVER A
WRITTEN DECISION FIXING THE UNRESOLVED TERMS FOR THE LEASE EXTENSION WITHIN 30
DAYS FOLLOWING THE APPOINTMENT OF THE FINAL EXPERT.
SUCH WRITTEN DECISION SHALL
BE FINAL AND BINDING ON THE PARTIES.
ANY LEASE EXTENSION DETERMINED PURSUANT TO
A DETERMINATION UNDER THIS SECTION 7(C) SHALL BE FOR A [*]-YEAR TERM AND SHALL
BE ON THE SAME GENERAL TERMS AND CONDITIONS (OTHER THAN PRICING) AS ARE SET
FORTH IN THIS LEASE AGREEMENT.
8.
PAYMENTS.
(A)
ONGOING LEASE AGREEMENT PAYMENTS FOR