License Agreement Requirements

From and after the effective date of this Article, the following requirements shall apply to and be incorporated in each submerged lands License Agreement entered into with the CLTC for the construction, installation, operation, maintenance, and use of fiber optic cable telecommunications systems: CH. 75A CHAMORRO LAND TRUST COMMISSION EFFECTIVE JANUARY 1, 2021

(a)Interest for Late Payment. All license fees in arrears shall bear interest at a rate of four (4%) per annum in excess of the prime rate, calculated daily and compounded monthly, without demand, from the date it should have been paid to CLTC, until actual payment to CLTC.

(b)Taxes. Any and all taxes, fees and assessments, to include taxes on gross receipts and improvements to the Licensed Property, levied upon the Licensed Property shall be borne and paid by Licensee upon execution of the License Agreement.

(c)Insurance. The License Agreement shall require Licensee to have:

(1)General Liability Insurance

(GLI)that indemnifies and holds CLTC and the government of Guam harmless, and shall require Licensee to respond to CLTC request for information on a timely basis. Licensee shall procure, at its own cost and expense, and keep in force during the term of the License Agreement for the mutual benefit of CLTC and Licensee, a policy of General Liability Insurance with such insurance company as CLTC shall approve, and in such amounts as set forth in Subsection (c)(2) of this Section. A copy of such policies shall be provided to CLTC at CLTC’s request. CLTC may review the foregoing limits of coverage and require increases therein but shall not require increases more frequently than annually.

(2)Licensee shall procure and maintain for the duration of the License Agreement General Liability Insurance against claims for injuries to persons or damages to property which may arise from or in connection with exercise of Licensee’s rights under the Cable License Agreement. The GLI shall be of the type, in the amounts, and subject to the provisions described as follows:

(A)Commercial General Liability coverage with a limit of not less than Two Million Dollars ($2,000,000) per occurrence;

(B)Business Automobile Liability Insurance with a limit of not less than One Million Dollars ($1,000,000) per accident;

(C)Workers Compensation Insurance;

(D)Construction Payment and Performance Insurance or bonding in an amount equal to One Million Dollars ($1,000,000). Coverage, however, may be discontinued after recordation of the Notice of Termination of Construction Easement.

(E)Evidence of Coverage:

(i)Prior to commencement of construction under the License Agreement, Licensee shall file certificates of insurance with original endorsements evidencing coverage in compliance with this section, and in a form acceptable to CLTC. The certificate shall be on an insurer’s standard proof of insurance form.

(ii)Licensee shall provide to CLTC, upon request, a complete copy, including all endorsements and riders, of any applicable insurance policy.

(iii)During the Term, Licensee shall maintain current valid proof of insurance coverage with CLTC at all times. Proof of renewals shall be filed prior to expiration of any required coverage and shall be provided on the insurer’s standard proof of insurance form.

(F)All insurance coverages shall be provided by insurers with a rating of A-, VII, or better in the most recent edition of Best’s Key Rating Guide, Property-Casualty Edition.

(G)Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, or canceled, and shall not be reduced in coverage or limits, except after CH. 75A CHAMORRO LAND TRUST COMMISSION EFFECTIVE JANUARY 1, 2021 thirty

(30)days prior written notice is provided to CLTC. Upon prior request of the carrier, the notice period may be reduced to ten

(10)days in the event of non-payment of premium.

(H)All liability coverages shall name CLTC, and every elected official, officer, attorneys, agent, and employee of CLTC, as additional insureds with respect to activities undertaken pursuant to the Cable License Agreement or the construction easement.

(I)Licensee’s insurance and any insurance provided in compliance with these specifications shall be primary with respect to any insurance programs covering CLTC.

(J)Where available, the insurer shall agree to waive all rights of subrogation against the CLTC and every officer, agent, and employee of CLTC.

(K)In the event that Licensee does not provide continuous coverage, CLTC shall have the right, but not the obligation, to obtain the required insurance coverage at Licensee’s cost, and reimbursement of insurance costs shall become a material obligation of the Cable License Agreement.

(L)As an alternative to all other requirements of this section, Licensee may provide self-insurance reasonably satisfactory in kind and amount to CLTC.

(M)On or after the fifteenth

(15th)anniversary of the Commencement Date, CLTC may increase the minimum amount of the required commercial General Liability Insurance to Four Million Dollars ($4,000,000) per occurrence by giving written notice to Licensee within thirty

(30)days prior to the expiration of Licensee’s GLI policy.

(d)The general public shall have the right to use the seafloor, water column, and sea surface to enter on or cross any portion of the Licensed Property for fishing and other recreational purposes. Anchoring or any destructive activities to the Licensee’s infrastructure is prohibited. CLTC reserves the right to itself and to the agents and representatives of the government of Guam, to enter on and cross any portion of the Licensed Property for the purpose of performing any public or official duties; provided, however, that in the exercise of such rights, CLTC and the general public shall not unreasonably interfere with Licensee’s use and enjoyment of the rights granted by the License Agreement.

(e)The Licensed Property may be occupied and used by Licensee solely for the activities proposed by Licensee and for incidental purposes related to the landing of submarine cables. In no event shall Licensee conduct any activity on the Licensed Property without obtaining all requisite authorizations and permits from the appropriate Guam and federal government agencies or authorities.

(f)Compliance with Environmental Laws. All activities on Licensed Property shall be in compliance and maintained in accordance with existing federal and local environmental laws, including permitting application review and approval from the U.S. Army Corps of Engineers for work in U.S. waters, the Guam Coastal Management Program

(GCMP)Consistency Certification in accordance with the Coastal Zone Management Act of 1972, and the Guam Territorial Seashore Protection Commission pursuant to the Guam Territorial Seashore Protection Act of 1974 for work within the seashore reserve, Guam Environmental Protection Agency, and the National Oceanic and Atmospheric Administration

(NOAA)National Marine Fisheries. Failure to comply with environmental laws shall be a material default by Licensee.

(g)Licensee shall comply with all requirements imposed under all such authorizations and permits and, more generally, shall comply with all applicable Guam and federal government laws, rules, and regulations relating to its activities on the Licensed Property. Licensee shall comply with applicable federal laws, including the Submarine Cable Act of 1921 and the Communications Acts of CH. 75A CHAMORRO LAND TRUST COMMISSION EFFECTIVE JANUARY 1, 2021 1934, as amended, and rules and regulations of the Federal Communications Commission applicable to its interstate and international submarine cable landing authorizations and licensure, including annual reporting obligations. The rights of Licensee under the License Agreement are personal to Licensee and may not be transferred or assigned to any other person, firm, corporation or other entity without the prior written consent of CLTC, which consent shall not be unreasonably withheld; provided however, that Licensee may, without CLTC’s consent, lease or transfer conduit or duct space to third parties landing submarine cables; and provided further, that Licensee may, without CLTC’s consent, assign its rights to any person acquiring all of Licensee’s assets in Guam on condition that the assignee assumes all of Licensee’s obligations under the License Agreement.

(h)Improvements to CLTC Property. The License Agreement shall require that any improvements made to or upon Licensed Property shall belong in title to the CLTC upon termination or expiration of the License Agreement, and that any removal required by the CLTC of improvements or items remaining on the property shall be the responsibility of Licensee at no cost to the CLTC; provided, however, that upon a finding by the CLTC, in consultation with the GCMP, that removal of any improvements will cause more environmental damage than to abandon such improvements in place, Licensee may be permitted to abandon such improvements, or any portion approved by the CLTC, without any further financial or legal responsibility for such abandoned improvements.