LESSEE OF ITS INTENT TO
TERMINATE THE LEASE AGREEMENT WITHIN 90 DAYS AFTER THE CONCLUSION OF THE BETA
TEST.
(D)
TERMINATION BY LESSEE. THE TERM OF THE LEASE
OF GSAT SPECTRUM PURSUANT TO THIS LEASE AGREEMENT MAY BE TERMINATED BY LESSEE:
(I)
IF LESSEE PROVIDES WRITTEN NOTICE TO
LESSOR THAT LESSOR HAS MATERIALLY BREACHED ITS REPRESENTATIONS, WARRANTIES,
COVENANTS, OBLIGATIONS OR OTHER AGREEMENTS CONTAINED IN THIS LEASE AGREEMENT;
PROVIDED THAT LESSOR 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
LESSEE (A) SPECIFIES IN SUCH NOTICE THE REPRESENTATION, WARRANTY, COVENANT,
OBLIGATION OR OTHER AGREEMENT OF WHICH IT REGARDS LESSOR TO BE IN MATERIAL
BREACH, AND (B) IS NOT ITSELF IN MATERIAL BREACH OF ITS REPRESENTATIONS,
WARRANTIES, COVENANTS, OBLIGATIONS
(II)
IF, FOLLOWING THE LEASE COMMENCEMENT DATE,
THE FCC REQUIRES ALTERATIONS TO THE TERMS OF THIS LEASE AGREEMENT THAT WOULD
MATERIALLY ALTER LESSEE'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;
(III)
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 THE RUS OR SUCH TECHNOLOGY 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
27
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) LESSEE HAS USED ITS BEST EFFORTS TO CAUSE SUCH TECHNOLOGY TO FUNCTION
FOR ITS INTENDED PURPOSE AND COMPLY WITH COMMUNICATIONS LAWS, AND LESSEE HAS
OTHERWISE COMPLIED WITH ITS OBLIGATIONS RELATING TO THE BETA TEST SET FORTH IN
SECTION 10(F), AND (B) LESSEE NOTIFIES LESSOR IN WRITING OF ITS INTENT TO
TERMINATE THE LEASE AGREEMENT WITHIN 90 DAYS AFTER THE CONCLUSION OF THE BETA
TEST; OR
(IV)
IF A MATERIAL PART OF THE LEASED SPECTRUM IS
LAWFULLY RECLAIMED OR TAKEN OR SUBJECTED TO SHARING OBLIGATIONS BY THE FCC OR
ANY OTHER GOVERNMENTAL BODY, AND AS A RESULT OF SUCH EVENT THE RUS INVOKES THEIR
RIGHT TO CEASE OR SUSPEND FUNDING DUE TO SUCH EVENT UNDER THE FINANCING
DOCUMENTS REFERRED TO IN SECTION 9 (D) OF THIS LEASE AGREEMENT, AND DOES IN FACT
DECLARE A DEFAULT AND CEASES TO PROVIDE REQUIRED FUNDING TO LESSEE FOR AT LEAST
A 30-DAY PERIOD.
(E)
TERMINATION BY EITHER PARTY IF CONDITIONS ARE
NOT MET.
IF THE CONDITIONS TO THE LEASE COMMENCEMENT DATE HAVE NOT BEEN
SATISFIED BY [*], THEN EITHER PARTY MAY ELECT TO TERMINATE THE LEASE OF GSAT
SPECTRUM PURSUANT TO THIS LEASE AGREEMENT BY SENDING WRITTEN NOTICE TO THE OTHER
PARTY WITHIN FIVE DAYS AFTER [*] (THE "TERMINATION NOTICE").
SUCH