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O 1.2. "Agent",means Communications International, 4450 US Highway 1, Vero Beach, FL 32967 Incumbent's authorized agent for receipt of the Compensation due hereunder for the Decommissioning of the Microwave Operations. 1.3. "Confidential Information" means any and all technical,business and financial information, in whatever form, furnished or disclosed by one Party to the other Party, including, but not limited to, information on the Licensed Frequencies, cost estimates, technical data, information and pricing. Confidential information shall also include all information concerning progress of the Parties' dealings, the Parties' positions in negotiations, and each Party's progress in fulfilling its obligations under this Agreement. 1.4. "Decommission","Decommissioned" or"Decommissioning" means that(i) Incumbent has removed, or caused the removal of, microwave equipment from its power source such that no radio frequency emissions are transmitted on the Licensed Frequencies; and(ii) Incumbent has provided to AT&T MOBILITY or its designee electronic or paper copies of the Form 601(s) filed with the FCC using the FCC's Universal Licensing System ("ULS") for deletion or modification of the Licensed Frequencies, together with proof of payment to the FCC for the applicable filing fee(s), if any. 1.5. "Effective Date"means the later of the dates that this Agreement is signed by the Parties, as shown on the signature line below. 1.6. "FCC" means the Federal Communications Commission. 1.7. "Licensed Frequencies" means the 2.1 GHz frequencies identified in the attached Exhibit A. 1.8. "Microwave Operations" means the microwave system currently operated by Incumbent on the Licensed Frequencies on the Paths. 1.9. "Parties" means both AT&T MOBILITY and Incumbent and"Party" means either AT&T MOBILITY or Incumbent. 1.10. "Path(s)"means any or all of the Incumbent's 2.1 GHz microwave links set forth in the attached Exhibit A. 1.11. "Primary" refers to the status of Incumbent's microwave licenses on the Licensed Frequencies and means that they were originally licensed to Incumbent (or Incumbent's predecessor in interest)by the FCC prior to June, 1992, properly recorded with the FCC as primary licenses and no major modifications have been made subsequent to such time that may have resulted in a reclassification of the license as a secondary license. 1.12. "Replacement System" means the system that replaces Incumbent's existing 2.1 GHz system on the Licensed Frequencies, as more fully described in the attached Exhibit B. 2. Decommissioning of the Licensed Frequencies. The Parties agree that Incumbent's Microwave Operations will be Decommissioned within ten (10) days of the Effective Date (the "Decommissioning Date"). 2 33