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Decision affecting the Order by any governmental entity of competent jurisdiction. For purposes of this Agreement, an "Adverse Decision affecting the Order" means an order, decree, opinion, report or any other form of decision by a governmental entity of competent jurisdiction that results, in whole or part, in a stay, remand, or reversal of the Order, or otherwise in any revision to the Order that Nextel determines, in its sole discretion, to be adverse to its interests. In the event of termination, the Parties shall take all necessary action (including preparing and filing FCC documents) to return the status quo ante on the date of this Agreement. In the event of termination, Nextel shall pay all costs associated with the return to the status quo ante, as well as all Incumbent costs expended in the Agreement negotiations and implementation, except if such termination was due to an uncured material breach by Incumbent. Should Incumbent terminate this Agreement pursuant to subsection (iii), Incumbent shall not be released of its obligations under the Order. 22. Attorney's Fees: In any legal proceeding by a Party to enforce its rights under this Agreement against the other Party, the Party prevailing in such proceeding will be entitled to recover its reasonable attorney' s fees and costs from the other Party. 23. Notices: All notices and other communications under this Agreement must be in writing and will be deemed given (i) the same day if delivered personally or sent by facsimile; (ii) the next business day if sent by overnight delivery via a reliable express delivery service; or (iii) after five (5) business days if sent by certified mail, return receipt requested, postage prepaid. All notices are to be delivered to the Parties at the following addresses: If to Incumbent, to: If to Nextel, to: County of Indian River Nextel [ Entity] , Inc. 1801 26°i Street c/o Nextel Communications, Inc. Vero Beach, FL 32960 2001 Edmund Halley Drive Attn: Frances Sherwood Reston, VA 20191 Phone: (772) 226-3853 Attn: Heather P. Brown, Esq. Fax: Phone: (703) 433-4000 Email:FSherwood@ircgov.com Fax: (703) 43311483 With a copy that shall not With a copy that shall not constitute Notice: constitute Notice: Alan S. Tilles, Esquire Nextel Communications, hmc. Shulman Rogers Gandal Pordy & Ecker, P.A. 6575 The Comers Parkway 11921 Rockville Pike, Third Floor Norcross, GA 30092 Rockville, Maryland 20852 Attn: William Jenkins, VP Spectrum Resources Phone: (301 ) 231 -0930 Phone: (770) 326-7484 Fax: 301 230-2891 Fax: 678 405-8252 24. Assignment: This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Either Party may assign this Agreement to any direct or indirect subsidiary or affiliate of the Party, upon delivery of written notice to the other Party. 25 . Amendments: This Agreement, including without limitation the scope of work contemplated hereby and the Estimated Cost thereof to be paid by Nextel, may be amended or modified only by a written instrument signed by authorized representatives of both Parties, provided, however, no amendment or modification to this Agreement shall become effective until approved by the Transition Administrator, or the FCC after an adverse decision by the Transition Administrator. 26. Benefits: This Agreement is for the benefit of the Parties and their successors and permitted assigns, and nothing in this Agreement gives or should be construed to give any legal or equitable rights Page 8 of 21 County of Indian River (FL) DL8910427967