Common use of Subscriber Equipment Clause in Contracts

Subscriber Equipment. A. Motorola shall provide or sell any existing or newly-manufactured Satellite Series portable or mobile units, docking stations, MXUs, L-band transceivers (“LBTs”) or accessories (“ Subscriber Equipment”) at the prices listed in Annexes H-1 and I-1 and pursuant to Existing Subscriber Equipment Agreements and Newly Manufactured Subscriber Equipment Agreements, which shall be substantially in the forms attached hereto as Annex H-2 and Annex 1-2, respectively (except for LBTs, which will be sold pursuant to a VAM-specific agreement). Notwithstanding the foregoing, the Newly Manufactured Subscriber Equipment Agreement with NewCo shall provide that the first 5,000 Satellite Series Model 9505 portable units sold in each of (i) the Production Period (as defined below) and (ii) the twelve-month period following the Production Period will be sold at a discount of $250 per unit to the then current price of such units as specified in the Newly Manufactured Subscriber Equipment Agreement with NewCo. B. Subject to the conditions in this Agreement and the applicable Newly Manufactured Subscriber Equipment Agreement, and so long as the Newly Manufactured Subscriber Equipment Agreement with NewCo is executed and binding by the Effective Date, Motorola shall provide the following items of Subscriber Equipment to NewCo, service providers, value added manufacturers (“VAMs”), distributors and other third parties acceptable to Motorola, except as indicated. Such items shall be ordered for delivery during the periods indicated, and with a minimum of one hundred twenty (120) days lead time before delivery (except for any data capable products, for which NewCo must successfully complete all data trials before such products or their software can be produced). NewCo must additionally provide Motorola with (i) Firm Orders satisfying any applicable minimum quantity commitment and (ii) the Subscriber Equipment L/C (as defined in Section 10.D) before Motorola shall have any obligation to provide the following items of Subscriber Equipment (with the Model 9505 and 9520 transceivers being the “New Products”): · The Satellite Series Model 9505 version of the LBT with data capable software for sale and delivery only to VAMs and NewCo during the 12­month period beginning 120 days from the Effective Date (the “Production Period”). · The Satellite Series Model 9505 portable unit with data capable software for delivery during the Production Period. · The Satellite Series Model 9520 mobile unit with data capable software for delivery during the Production Period. · The Satellite Series Model 9500 or 9505 ultra high-cap battery for delivery during the Production Period. · The Solar Charger for delivery during the Production Period. · The Portable Docking Station for the Satellite Series Model 9500 for delivery during the Production Period. · The Portable Docking Station for the Satellite Series Model 9505 for delivery once Motorola provides notice that its development has been completed, which is estimated to be approximately four months after the Effective Date. · The Satellite Series Data Kit Accessory for a price to be established by Motorola and for delivery once Motorola provides notice that its development has been completed, which is estimated to be approximately four months after the Effective Date subject to NewCo’s successful completion of the data trials. C. Subject to the applicable conditions in this Agreement and the applicable Existing Subscriber Equipment Agreement, and so long as the Existing Subscriber Equipment Agreement with NewCo is executed and binding by the Effective Date, Motorola shall provide the following items of Subscriber Equipment to NewCo, service providers, VAMs, distributors and other third parties acceptable to Motorola, except as indicated. All orders for such products by NewCo, service providers, VAMs, distributors or other third parties must be placed with Motorola within three months after the Effective Date, for delivery within 180 days after the Effective Date, and with a minimum of 90 days lead time before delivery (except as otherwise provided and except in the case of any data capable products, for which NewCo must successfully complete all data trials before such products or their software can be produced). NewCo must additionally provide Motorola with the Subscriber Equipment L/C before Motorola shall have any obligation to provide the following items of Subscriber Equipment (with such items being the “Existing Products”): · An estimated 7,500 new, unsold Satellite Series Model 9500 portable units for sale as new portable units, with their L-band transceivers (“LBTs”) upgraded with data capable software (but with those units not being compatible with the Iridium secure cassette). 13 · An estimated 7,500 new, unsold Satellite Series Model 9500 portable units (after conversion to L-band transceivers with data capable software) for sale only to NewCo and VAMs as new L-band transceivers (but with those units not being compatible with the Iridium secure cassette). · An estimated 2,500 ‘used’ Satellite Series Model 9500 portable units (after conversion to L-band transceivers with data capable software) for sale only to NewCo and VAMs as used L-band transceivers (but with those units not being compatible with the Iridium secure cassette), so long as those transceivers pass Motorola’s internal quality control, approval and screening standards (but with those units not being compatible with the Iridium secure cassette). · An estimated 2,500 ‘used’ Satellite Series Model 9500 portable units in Motorola’s inventory for sale only to NewCo (and not any service providers, VAMs, distributors or other third parties) as used, AS IS, portable units (without refurbishing or warranty of any type, other than the limited out-of-box warranty described in the applicable Existing Subscriber Equipment Agreement), so long as those units pass Motorola’s internal quality control, approval and screening standards (but with those units not being compatible with the Iridium secure cassette). · An estimated 3,000 new, unsold Satellite Series Model 9505 units in Motorola’s existing inventory for sale as new units, with those units having been upgraded with data capable software and re-tested by Motorola (but with those units not being compatible with the Iridium secure cassette without additional modifications). · An estimated 1,000 new, unsold Satellite Series Model 9520 mobile units in Motorola’s existing inventory with data capable software for sale as new units (but with those units not being compatible with the Iridium secure cassette). The quantities listed above are only estimates and the actual quantities may be different depending on the number and usability of units actually collected by Motorola. D. Subject to the applicable conditions described below, NewCo hereby irrevocably commits to purchase from Motorola, as of the Effective Date, all of the Existing Products listed in Section 5.C above that are remaining in Motorola’s inventory for sale (as defined below), at the prices listed in Annex H-1. On or before the Effective Date, and as a condition to the Effective Date, as more fully described in Section 10.D, NewCo shall provide Motorola with the Subscriber Equipment L/C described in Section 10.D(2) below. Subject to the applicable conditions in, and NewCo’s full compliance with, this Agreement and the Existing Subscriber Equipment Agreement (which conditions Motorola may waive in its sole discretion), Motorola hereby agrees to sell to NewCo all of the Existing Products listed in Section 5.C above at the prices and with the lead times listed in Section 5.C above. For purposes of this Section 5.D, the term “remaining in Motorola’s inventory for sale” shall mean all units originally manufactured before the Effective Date that currently are, or subsequently come into, Motorola’s possession or control whether or not such units were included in the estimates provided in Section 5.C above. Effective 180 days after the Effective Date, payment in full from NewCo for all Existing Products remaining in Motorola’s inventory for sale shall be due and payable, except that the amount owed by NewCo shall be reduced to the extent that service providers, VAMs, distributors and other third parties have already purchased and paid for such items on the terms and conditions described in Section 5.C. E. Motorola will not begin, and once it has begun may subsequently cease, its manufacturing, production, and delivery of any or all of the products described in this Section 5 at any time without penalty and draw upon the letter(s) of credit as described in Section 10.D below unless it has received Firm Orders for at least the Period Minimum volume of New Products for delivery during the then current Measurement Period. Further, in the event that Motorola has not received Firm Orders for at least the Period Minimum volume of New Products for delivery during the then current Measurement Period, then NewCo will, within ten (10) days after written demand from Motorola, book a Firm Order for the Period Shortfall, accompanied by a satisfactory Order L/C for the full amount of that order at invoice price(s). Aftermarket accessories will not count for purposes of calculating whether the 15,000 or 10,000 unit minimum order backlog requirement described in Section 10.D has been met. NewCo hereby irrevocably commits to purchase from Motorola a minimum of 50,000 units of New Products for delivery during the Production Period, as more fully described in Section 10 (“NewCo’s Minimum Annual Volume Purchase Commitment”). Further, in the event that by the end of the eighth month of the Production Period Motorola has not received Firm Orders for at least NewCo’s Minimum Annual Volume Purchase Commitment, then NewCo will, within ten (10) days after written demand from Motorola, book a Firm Order for the Annual Shortfall (as described in Section 10.D below), accompanied by a satisfactory Order L/C for the full amount of that order at invoice price(s). Aftermarket accessories will not count for purposes of calculating whether NewCo’s Minimum Annual Volume Purchase Commitment has been met. If Motorola does not receive by the end of the eighth month of the Production Period Firm Orders for at least NewCo’s Minimum Annual Volume Purchase Commitment and NewCo does not fulfill its obligation to place Firm Orders for the Annual Shortfall, Motorola may cease its manufacturing, production, and delivery of the products described in this Section 5 at any time without penalty and draw on the letter(s) of credit as described in Section 10.D below. All capitalized terms not otherwise defined in this Section 5.E shall have the meaning defined in Section 10.D below. F. Motorola shall also allow NewCo to pick up, at NewCo’s expense, from Motorola’s Chandler, AZ GTSS facility at no charge (and F.O.B. such facility), during a mutually acceptable date within sixty calendar days after the Effective Date, (a) all existing MXUs (or existing portions of such MXUs), currently estimated at 486, in whatever form and condition (working or not) that such items are then in; (b) four LBT simulators, in whatever form and condition (working or not) that such items are then in; and (c) currently available design information about the MXU, updated to take account (to the extent of readily available published information, but without any verification or testing of the updated information) of part obsolescence, and currently available proof of concept hardware platform design information for a Data Unit/Asset Manager, updated to allow for full scale manufacturing (to the extent of readily available published information, but without any verification or testing of the updated information) but otherwise in whatever form or condition that such items are then in. Motorola may, however, remove from such MXUs or portions any identifying marking, statement or other item which identifies or pertains to Motorola. MOTOROLA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY TYPE RELATED TO THE ITEMS OR INFORMATION IN THIS SECTION 5.F, INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE TAKEN ‘AS IS’, ‘WHERE IS’. G. Notwithstanding anything to the contrary in this Agreement or any related agreement(s), Motorola shall have no obligation to manufacture, provide or sell any New Products or Existing Products under Sections 5.A, 5.B, 5.C, or 5.D unless and until it receives non-cancelable Firm Orders (in acceptable minimum order quantities) accompanied by satisfactory Order L/Cs (as defined in Section 10.D(1)). H. Notwithstanding anything to the contrary in this Agreement or any related agreement(s), NewCo is responsible for collecting and aggregating all orders and Order L/Cs from service providers, VAMs, distributors and other third parties for the purchase of Subscriber Equipment under this Section 5, and for providing such orders and Order L/Cs to Motorola. Motorola will fulfill such orders solely on behalf of, and as an accommodation to, NewCo and shall have no further obligations with respect to such Subscriber Equipment except as expressly provided in this Agreement. I. Notwithstanding anything to the contrary in this Agreement or any related agreements(s), all prices referenced in Annexes H-1 and 1-1 are wholesale prices (Ex Works Motorola’s U.S. plant, in minimum order quantities), and do not include shipping, customs and insurance costs or taxes of any kind (among other items). These prices are subject to adjustment at any time if Motorola incurs unexpected non-recurring expenses or price increases by its component vendors, or if Motorola incurs additional costs and penalties in transacting business with service providers, VAMs, distributors or other third parties, or for prices listed in Annex I­1, if Motorola incurs any additional product cost increases. The availability of any of the items in Sections 5.A, 5.B, 5.C, and 5.D is also subject to the ability of Motorola to reach a satisfactory agreement (in Motorola’s good faith opinion) with its component vendors. Motorola is willing to ship the Subscriber Equipment listed in Sections 5.A, 5.B, 5.C and 5.D to different locations at NewCo’s direction, but the shipping, customs, handling and insurance costs (among other items) for any equipment would be at NewCo’s expense. 16 WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES CONTAINED IN THE EXISTING SUBSCRIBER EQUIPMENT AGREEMENTS OR THE NEWLY MANUFACTURED SUBSCRIBER EQUIPMENT AGREEMENTS, AS APPLICABLE, AND THE LIMITED WARRANTY THAT MOTOROLA SHIPS WITH THE PRODUCTS (WHICH SHALL BE SUBSTANTIALLY SIMILAR TO THOSE SET FORTH IN ANNEX 1-3 EXCEPT THAT LBTs ARE WARRANTED PURSUANT TO A VAM-SPECIFIC AGREEMENT). ALL SUBSCRIBER EQUIPMENT IN SECTIONS 5.A, 5.B, 5.C AND 5.D IS SOLD “AS IS,” EXCEPT AS OTHERWISE PROVIDED IN THE EXISTING SUBSCRIBER EQUIPMENT AGREEMENTS OR THE NEWLY MANUFACTURED SUBSCRIBER EQUIPMENT AGREEMENTS, AS APPLICABLE, AND THE LIMITED WARRANTY THAT MOTOROLA SHIPS WITH SUCH SUBSCRIBER EQUIPMENT. THERE WILL BE NO PENALTIES, LIQUIDATED DAMAGES OR LATE DELIVERY CHARGES OF ANY SORT IF THESE ITEMS ARE DELIVERED LATE OR NOT AT ALL. K. NewCo shall be solely responsible for conducting any and all data trials for data-capable subscriber equipment. Motorola will perform bug fixes, if any are identified as necessary during such trials, but will not perform any data-related development work. Changes to gateways required to support data will be the sole responsibility of NewCo. L. NewCo agrees to enter into a license agreement with Motorola, before Motorola begins manufacturing, production and delivery of the products described in this Section 5, to allow Motorola to use NewCo’s trademarks, trade names, corporate slogans, corporate logos, good will and product designations; the use of such items shall be on the same terms as was provided in the previous agreement between Motorola and Iridium LLC. M. Motorola agrees to use commercially reasonable efforts to update all type approvals currently held by Motorola relating to the Subscriber Equipment. NewCo acknowledges that Motorola has no obligation to obtain any new or additional type approvals. N. Except

Subscriber Equipment. A. Motorola shall provide or sell any existing or newly-manufactured Satellite Series portable or mobile units, docking stations, MXUs, L-band transceivers (“LBTs”) or accessories (“ Subscriber Equipment”) at the prices listed in Annexes H-1 and I-1 and pursuant to Existing Subscriber Equipment Agreements and Newly Manufactured Subscriber Equipment Agreements, which shall be substantially in the forms attached hereto as Annex H-2 and Annex 1-2, respectively (except for LBTs, which will be sold pursuant to a VAM-specific agreement). Notwithstanding the foregoing, the Newly Manufactured Subscriber Equipment Agreement with NewCo shall provide that the first 5,000 Satellite Series Model 9505 portable units sold in each of (i) the Production Period (as defined below) and (ii) the twelve-month period following the Production Period will be sold at a discount of $250 per unit to the then current price of such units as specified in the Newly Manufactured Subscriber Equipment Agreement with NewCo. B. Subject to the conditions in this Agreement and the applicable Newly Manufactured Subscriber Equipment Agreement, and so long as the Newly Manufactured Subscriber Equipment Agreement with NewCo is executed and binding by the Effective Date, Motorola shall provide the following items of Subscriber Equipment to NewCo, service providers, value added manufacturers (“VAMs”), distributors and other third parties acceptable to Motorola, except as indicated. Such items shall be ordered for delivery during the periods indicated, and with a minimum of one hundred twenty (120) days lead time before delivery (except for any data capable products, for which NewCo must successfully complete all data trials before such products or their software can be produced). NewCo must additionally provide Motorola with (i) Firm Orders satisfying any applicable minimum quantity commitment and (ii) the Subscriber Equipment L/C (as defined in Section 10.D) before Motorola shall have any obligation to provide the following items of Subscriber Equipment (with the Model 9505 and 9520 transceivers being the “New Products”): · The Satellite Series Model 9505 version of the LBT with data capable software for sale and delivery only to VAMs and NewCo during the 12­month period beginning 120 days from the Effective Date (the “Production Period”). · The Satellite Series Model 9505 portable unit with data capable software for delivery during the Production Period. · The Satellite Series Model 9520 mobile unit with data capable software for delivery during the Production Period. · The Satellite Series Model 9500 or 9505 ultra high-cap battery for delivery during the Production Period. · The Solar Charger for delivery during the Production Period. · The Portable Docking Station for the Satellite Series Model 9500 for delivery during the Production Period. · The Portable Docking Station for the Satellite Series Model 9505 for delivery once Motorola provides notice that its development has been completed, which is estimated to be approximately four months after the Effective Date. · The Satellite Series Data Kit Accessory for a price to be established by Motorola and for delivery once Motorola provides notice that its development has been completed, which is estimated to be approximately four months after the Effective Date subject to NewCo’s successful completion of the data trials. C. Subject to the applicable conditions in this Agreement and the applicable Existing Subscriber Equipment Agreement, and so long as the Existing Subscriber Equipment Agreement with NewCo is executed and binding by the Effective Date, Motorola shall provide the following items of Subscriber Equipment to NewCo, service providers, VAMs, distributors and other third parties acceptable to Motorola, except as indicated. All orders for such products by NewCo, service providers, VAMs, distributors or other third parties must be placed with Motorola within three months after the Effective Date, for delivery within 180 days after the Effective Date, and with a minimum of 90 days lead time before delivery (except as otherwise provided and except in the case of any data capable products, for which NewCo must successfully complete all data trials before such products or their software can be produced). NewCo must additionally provide Motorola with the Subscriber Equipment L/C before Motorola shall have any obligation to provide the following items of Subscriber Equipment (with such items being the “Existing Products”): · An estimated 7,500 new, unsold Satellite Series Model 9500 portable units for sale as new portable units, with their L-band transceivers (“LBTs”) upgraded with data capable software (but with those units not being compatible with the Iridium secure cassette). 13 · An estimated 7,500 new, unsold Satellite Series Model 9500 portable units (after conversion to L-band transceivers with data capable software) for sale only to NewCo and VAMs as new L-band transceivers (but with those units not being compatible with the Iridium secure cassette). · An estimated 2,500 ‘used’ Satellite Series Model 9500 portable units (after conversion to L-band transceivers with data capable software) for sale only to NewCo and VAMs as used L-band transceivers (but with those units not being compatible with the Iridium secure cassette), so long as those transceivers pass Motorola’s internal quality control, approval and screening standards (but with those units not being compatible with the Iridium secure cassette). · An estimated 2,500 ‘used’ Satellite Series Model 9500 portable units in Motorola’s inventory for sale only to NewCo (and not any service providers, VAMs, distributors or other third parties) as used, AS IS, portable units (without refurbishing or warranty of any type, other than the limited out-of-box warranty described in the applicable Existing Subscriber Equipment Agreement), so long as those units pass Motorola’s internal quality control, approval and screening standards (but with those units not being compatible with the Iridium secure cassette). · An estimated 3,000 new, unsold Satellite Series Model 9505 units in Motorola’s existing inventory for sale as new units, with those units having been upgraded with data capable software and re-tested by Motorola (but with those units not being compatible with the Iridium secure cassette without additional modifications). · An estimated 1,000 new, unsold Satellite Series Model 9520 mobile units in Motorola’s existing inventory with data capable software for sale as new units (but with those units not being compatible with the Iridium secure cassette). The quantities listed above are only estimates and the actual quantities may be different depending on the number and usability of units actually collected by Motorola. D. Subject to the applicable conditions described below, NewCo hereby irrevocably commits to purchase from Motorola, as of the Effective Date, all of the Existing Products listed in Section 5.C above that are remaining in Motorola’s inventory for sale (as defined below), at the prices listed in Annex H-1. On or before the Effective Date, and as a condition to the Effective Date, as more fully described in Section 10.D, NewCo shall provide Motorola with the Subscriber Equipment L/C described in Section 10.D(2) below. Subject to the applicable conditions in, and NewCo’s full compliance with, this Agreement and the Existing Subscriber Equipment Agreement (which conditions Motorola may waive in its sole discretion), Motorola hereby agrees to sell to NewCo all of the Existing Products listed in Section 5.C above at the prices and with the lead times listed in Section 5.C above. For purposes of this Section 5.D, the term “remaining in Motorola’s inventory for sale” shall mean all units originally manufactured before the Effective Date that currently are, or subsequently come into, Motorola’s possession or control whether or not such units were included in the estimates provided in Section 5.C above. Effective 180 days after the Effective Date, payment in full from NewCo for all Existing Products remaining in Motorola’s inventory for sale shall be due and payable, except that the amount owed by NewCo shall be reduced to the extent that service providers, VAMs, distributors and other third parties have already purchased and paid for such items on the terms and conditions described in Section 5.C. E. Motorola will not begin, and once it has begun may subsequently cease, its manufacturing, production, and delivery of any or all of the products described in this Section 5 at any time without penalty and draw upon the letter(s) of credit as described in Section 10.D below unless it has received Firm Orders for at least the Period Minimum volume of New Products for delivery during the then current Measurement Period. Further, in the event that Motorola has not received Firm Orders for at least the Period Minimum volume of New Products for delivery during the then current Measurement Period, then NewCo will, within ten (10) days after written demand from Motorola, book a Firm Order for the Period Shortfall, accompanied by a satisfactory Order L/C for the full amount of that order at invoice price(s). Aftermarket accessories will not count for purposes of calculating whether the 15,000 or 10,000 unit minimum order backlog requirement described in Section 10.D has been met. NewCo hereby irrevocably commits to purchase from Motorola a minimum of 50,000 units of New Products for delivery during the Production Period, as more fully described in Section 10 (“NewCo’s Minimum Annual Volume Purchase Commitment”). Further, in the event that by the end of the eighth month of the Production Period Motorola has not received Firm Orders for at least NewCo’s Minimum Annual Volume Purchase Commitment, then NewCo will, within ten (10) days after written demand from Motorola, book a Firm Order for the Annual Shortfall (as described in Section 10.D below), accompanied by a satisfactory Order L/C for the full amount of that order at invoice price(s). Aftermarket accessories will not count for purposes of calculating whether NewCo’s Minimum Annual Volume Purchase Commitment has been met. If Motorola does not receive by the end of the eighth month of the Production Period Firm Orders for at least NewCo’s Minimum Annual Volume Purchase Commitment and NewCo does not fulfill its obligation to place Firm Orders for the Annual Shortfall, Motorola may cease its manufacturing, production, and delivery of the products described in this Section 5 at any time without penalty and draw on the letter(s) of credit as described in Section 10.D below. All capitalized terms not otherwise defined in this Section 5.E shall have the meaning defined in Section 10.D below. F. Motorola shall also allow NewCo to pick up, at NewCo’s expense, from Motorola’s Chandler, AZ GTSS facility at no charge (and F.O.B. such facility), during a mutually acceptable date within sixty calendar days after the Effective Date, (a) all existing MXUs (or existing portions of such MXUs), currently estimated at 486, in whatever form and condition (working or not) that such items are then in; (b) four LBT simulators, in whatever form and condition (working or not) that such items are then in; and (c) currently available design information about the MXU, updated to take account (to the extent of readily available published information, but without any verification or testing of the updated information) of part obsolescence, and currently available proof of concept hardware platform design information for a Data Unit/Asset Manager, updated to allow for full scale manufacturing (to the extent of readily available published information, but without any verification or testing of the updated information) but otherwise in whatever form or condition that such items are then in. Motorola may, however, remove from such MXUs or portions any identifying marking, statement or other item which identifies or pertains to Motorola. MOTOROLA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY TYPE RELATED TO THE ITEMS OR INFORMATION IN THIS SECTION 5.F, INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE TAKEN ‘AS IS’, ‘WHERE IS’. G. Notwithstanding anything to the contrary in this Agreement or any related agreement(s), Motorola shall have no obligation to manufacture, provide or sell any New Products or Existing Products under Sections 5.A, 5.B, 5.C, or 5.D unless and until it receives non-cancelable Firm Orders (in acceptable minimum order quantities) accompanied by satisfactory Order L/Cs (as defined in Section 10.D(1)). H. Notwithstanding anything to the contrary in this Agreement or any related agreement(s), NewCo is responsible for collecting and aggregating all orders and Order L/Cs from service providers, VAMs, distributors and other third parties for the purchase of Subscriber Equipment under this Section 5, and for providing such orders and Order L/Cs to Motorola. Motorola will fulfill such orders solely on behalf of, and as an accommodation to, NewCo and shall have no further obligations with respect to such Subscriber Equipment except as expressly provided in this Agreement. I. Notwithstanding anything to the contrary in this Agreement or any related agreements(s), all prices referenced in Annexes H-1 and 1-1 are wholesale prices (Ex Works Motorola’s U.S. plant, in minimum order quantities), and do not include shipping, customs and insurance costs or taxes of any kind (among other items). These prices are subject to adjustment at any time if Motorola incurs unexpected non-recurring expenses or price increases by its component vendors, or if Motorola incurs additional costs and penalties in transacting business with service providers, VAMs, distributors or other third parties, or for prices listed in Annex I­1, if Motorola incurs any additional product cost increases. The availability of any of the items in Sections 5.A, 5.B, 5.C, and 5.D is also subject to the ability of Motorola to reach a satisfactory agreement (in Motorola’s good faith opinion) with its component vendors. Motorola is willing to ship the Subscriber Equipment listed in Sections 5.A, 5.B, 5.C and 5.D to different locations at NewCo’s direction, but the shipping, customs, handling and insurance costs (among other items) for any equipment would be at NewCo’s expense. 16 WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES CONTAINED IN THE EXISTING SUBSCRIBER EQUIPMENT AGREEMENTS OR THE NEWLY MANUFACTURED SUBSCRIBER EQUIPMENT AGREEMENTS, AS APPLICABLE, AND THE LIMITED WARRANTY THAT MOTOROLA SHIPS WITH THE PRODUCTS (WHICH SHALL BE SUBSTANTIALLY SIMILAR TO THOSE SET FORTH IN ANNEX 1-3 EXCEPT THAT LBTs ARE WARRANTED PURSUANT TO A VAM-SPECIFIC AGREEMENT). ALL SUBSCRIBER EQUIPMENT IN SECTIONS 5.A, 5.B, 5.C AND 5.D IS SOLD “AS IS,” EXCEPT AS OTHERWISE PROVIDED IN THE EXISTING SUBSCRIBER EQUIPMENT AGREEMENTS OR THE NEWLY MANUFACTURED SUBSCRIBER EQUIPMENT AGREEMENTS, AS APPLICABLE, AND THE LIMITED WARRANTY THAT MOTOROLA SHIPS WITH SUCH SUBSCRIBER EQUIPMENT. THERE WILL BE NO PENALTIES, LIQUIDATED DAMAGES OR LATE DELIVERY CHARGES OF ANY SORT IF THESE ITEMS ARE DELIVERED LATE OR NOT AT ALL. K. NewCo shall be solely responsible for conducting any and all data trials for data-capable subscriber equipment. Motorola will perform bug fixes, if any are identified as necessary during such trials, but will not perform any data-related development work. Changes to gateways required to support data will be the sole responsibility of NewCo. L. NewCo agrees to enter into a license agreement with Motorola, before Motorola begins manufacturing, production and delivery of the products described in this Section 5, to allow Motorola to use NewCo’s trademarks, trade names, corporate slogans, corporate logos, good will and product designations; the use of such items shall be on the same terms as was provided in the previous agreement between Motorola and Iridium LLC. M. Motorola agrees to use commercially reasonable efforts to update all type approvals currently held by Motorola relating to the Subscriber Equipment. NewCo acknowledges that Motorola has no obligation to obtain any new or additional type approvals. N. Except