Agmt07 Nextel of California, Inc.- Frequency reconfiguaration Agmt

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CONFIDENTIAL of this Agreement will apply). Any refunds due from the Incumbent to Nextel will be made within thirty (30) days of the Reconciliation Date. (iii) In the event Incumbent's Actual Costs exceed the Cost Estimate, Incumbent must submit a Change Notice pursuant to Section 7 of this Agreement describing the change in scope of work that resulted in Incumbent's Actual Costs exceeding the Cost Estimate. Approval of any Change Notice will not be automatic but will be processed in accordance with Section 7 of this Agreement. Additional payments due to Incumbent, which result from an excess of Actual Costs over the Cost Estimate, as agreed on the Reconciliation Date, will be disbursed to Incumbent within thirty (30) days of the Transition Administrator's approval of a Change Notice. (iv) Prior to the Closing Date, Nextel will pay on behalf of itself and Incumbent, both Parties' applicable sales and transfer taxes, if any, and all FCC fees in connection with the preparation and filing of the necessary FCC applications for the assignment(s) described in Section 2 of this Agreement. 4. Retunine Cooperation: Nextel will ensure that the Replacement Frequencies will be cleared of all users within thirty (30) days of a date to be determined. Nextel will notify Incumbent of the decommissioning of the Replacement Frequencies within five (5) days following completion of the decommissioning. Incumbent will then have thirty (30) days following receipt of notice of the decommissioning of the Replacement Frequencies to clear all users from the Incumbent Frequencies. Incumbent will notify Nextel that Incumbent has cleared the Incumbent Frequencies of users within five (5) days following the clearing. Within fifteen (15) days after Nextel receives such notification from Incumbent, Nextel will conduct a frequency test to verify that the Incumbent Frequencies are clear of all users. Nextel will notify Incumbent of the test results within five (5) days following the test. 5. Representations and Warranties: Each Party represents and warrants to the other as follows: (i) it is duly organized, validly existing and in good standing under the laws of the state of its incorporation; (ii) this Agreement has been duly authorized and approved by all required organizational action of the Party; (iii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will conflict with, or result in any material violation or default under, any term of its articles of incorporation, by-laws or other organizational documents or any agreement, mortgage, indenture, license, permit, lease, encumbrance or other instrument, judgment, decree, order, law or regulation by which it is bound; (iv) it is the lawful and exclusive FCC licensee of its respective licensees) described in this Agreement, such licenses are valid and in good standing with the FCC, and it has the authority to request the FCC to assign, modify or cancel such licenses; (v) there is no pending or threatened action or claim that would have the possible effect of enjoining or preventing the consummation of this Agreement or awarding a third party damages on account of this Agreement; and (vi) to the best of its knowledge, all information provided to the other Party concerning the transactions contemplated by this Agreement is true and complete. All representations and warranties made in this Agreement shall survive the Closing (defined below) for two (2) years. Page 3 of 15 Final Version November 10, 2006