Agmt07 Nextel of California, Inc.- Frequency reconfiguaration Agmt

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CONFIDENTIAL 6. Covenants: From the Effective Date until the Closing Date (defined below), each Party will promptly notify the other Party of any pending or threatened action by the FCC or any other governmental entity or third party to suspend, revoke, terminate or challenge any license described in this Agreement or to investigate the construction, operation or loading of any system authorized under such licenses. From the Effective Date until the Closing Date, mcumbent will not enter into any agreement resulting in, or otherwise cause, the encumbrance of any license for the mcumbent Frequencies, and Nextel will not enter into any agreement resulting in, or otherwise cause, the encumbrance of any of the Replacement Frequencies. 7. Chane:es: The Parties acknowledge that as the Reconfiguration of mcumbent's facilities proceeds in accordance with the work contemplated by the Cost Estimate, the need for changes to the scope of such work may arise. The Parties agree that their review of any such needed changes must be performed expeditiously to keep the work on schedule and that they will provide sufficient staff to manage changes. If either Party believes that a change to the work contemplated by the Cost Estimate is required (including changes by Vendors), such Party will promptly notify the other Party in writing. Such written notice (the "Change Notice") shall set forth (i) a description of the scope of the change to the work contemplated by the Cost Estimate believed to be necessary and (ii) an estimate of any increase or decrease in the Cost Estimate and in the time required to reconfigure mcumbent' s existing facilities to operate on the Replacement Frequencies. A Party receiving a Change Notice shall immediately perform its own analysis of the need for and scope of the change and its impact on the Cost Estimate and schedule and negotiate the change in good faith with the other Party. After the Parties have agreed upon a change to this Agreement, they shall prepare a proposed amendment to this Agreement pursuant to Section 23 and submit to the Transition Administrator a copy of the proposed amendment together with a written request for its approval. Such request shall be accompanied by reasonable documentation supporting the need for and scope of the change and any proposed increase or decrease in the Cost Estimate and in the time required to reconfigure mcumbent's existing facilities to operate on the Replacement Frequencies. mcumbent is responsible for all unauthorized changes necessary as it relates to work performed by a Vendor on behalf of mcumbent. No change to the Cost Estimate, the work contemplated by the Cost Estimate or the time required to reconfigure mcumbent's existing facilities to operate on the Replacement Frequencies shall become effective until the Transition Administrator has approved the change in writing and both Parties have signed an amendment incorporating such approved change into this Agreement pursuant to Section 23. 8. Closine:: The closing ("Closing") of the transactions contemplated by this Agreement will take place after (i) FCC approval of the assignment of the mcumbent Frequencies to Nextel and/or deletion of the mcumbent Frequencies from the mcumbent Licenses, (ii) FCC approval of the modification to add the Replacement Frequencies to the mcumbent Licenses or the creation of a new license for mcumbent that includes the Replacement Frequencies, (iii) the earlier of notification by mcumbent to Nextel that the mcumbent Licenses are clear of all users and thirty-five (35) days following the date Nextel notifies mcumbent that the Replacement Frequencies have been decommissioned, (iv) delivery by mcumbent of all receipts, invoices and other documentation required to substantiate the Actual Cost, (v) FCC approval of the modification and/or cancellation of the FCC licenses Nextel holds for the operation of 800 MHz frequencies that are co-channels of the Replacement Frequencies, to the extent required to meet the technical short-spacing requirements of Section 90.621 (b) ofthe FCC's Rules, 47 C.F.R. ~ 90.621(b), as such rule may be amended from time to time by the FCC, (vi) the refund to Nextel or payment to mcumbent as described in Section 3(b)(ii), (if applicable) and (vii) the satisfaction of all other conditions specified in this Agreement (the "Closing Date"). Page 4 of 15 Final Version November 10, 2006