satisfy the above-described Service Levels on six (6) or more occasions
during the February, 2006 Reporting Period or on six (6) or more occasions
during the March, 2006 Reporting Period, as applicable. Nextel's election not to
pay an installment of the Remaining Nextel Payment as provided in this
subsection 6.d shall not affect Metro One's entitlement to receive payments for
Services under the Master Services Agreement during such Reporting Period,
subject to the Adjustment Credits chargeable against such payments under the
Agreement.
7.
AMENDMENT OF MASTER SERVICES AGREEMENT. TO THE EXTENT THAT THIS
AGREEMENT IS INCONSISTENT WITH THE TERMS OF THE MASTER SERVICES AGREEMENT, THE
MASTER SERVICES AGREEMENT SHALL BE DEEMED AMENDED TO CONFORM TO THE PROVISIONS
OF THIS AGREEMENT. THE MASTER SERVICES AGREEMENT SHALL OTHERWISE REMAIN IN FULL
FORCE AND EFFECT. THE MASTER SERVICES AGREEMENT SHALL CONTINUE TO GOVERN METRO
ONE'S PROVISION OF, AND NEXTEL'S PAYMENTS FOR, SERVICES FOR SO LONG AS METRO ONE
PROVIDES SERVICES TO NEXTEL UNDER THIS AGREEMENT.
8.
ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING THE EXHIBITS AND
SCHEDULES THERETO, AND, TO THE EXTENT IT IS NOT INCONSISTENT WITH THIS
AGREEMENT, THE MASTER SERVICES AGREEMENT, CONTAIN THE ENTIRE AGREEMENT BETWEEN
THE PARTIES AGREEMENTS WITH REGARD TO THE MATTERS SET FORTH HEREIN AND SUPERSEDE
ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, OF THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREIN. THIS AGREEMENT MAY BE
AMENDED ONLY BY WRITTEN INSTRUMENT SIGNED BY THE PARTIES.
9.
BINDING AGREEMENT. THIS AGREEMENT IS BINDING UPON AND INURES TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE MEMBERS, EMPLOYEES,
AGENTS, SHAREHOLDERS, OFFICERS, DIRECTORS (IN THEIR INDIVIDUAL AND
REPRESENTATIVE CAPACITIES), SUBSIDIARIES, PREDECESSORS, AFFILIATES, PARENT
CORPORATIONS, IF ANY, JOINT VENTURES, SUCCESSORS, ASSIGNS, ADMINISTRATORS, AND
TRUSTEES.
10.
CONFIDENTIALITY. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
BE CONSIDERED CONFIDENTIAL INFORMATION UNDER, AND SHALL BE SUBJECT TO,
SECTION 7.3 OF THE MASTER SERVICES AGREEMENT.
11.
AUTHORIZATION. EACH PARTY REPRESENTS AND WARRANTS THAT ITS
REPRESENTATIVES EXECUTING THIS AGREEMENT ARE FULLY AUTHORIZED TO DO SO ON ITS
BEHALF AND NEXTEL OPERATIONS, INC. REPRESENTS AND WARRANTS THAT IT IS AUTHORIZED
TO EXECUTE AND DELIVER THIS AGREEMENT FOR AND ON BEHALF OF NEXTEL OF CALIFORNIA,
INC., NEXTEL COMMUNICATIONS OF THE MIDATLANTIC, INC., NEXTEL OF NEW YORK, INC.,
NEXTEL SOUTH CORP., NEXTEL OF TEXAS, INC. AND NEXTEL WEST CORP.
12.
DEFINED TERMS. ANY CAPITALIZED TERM USED, BUT NOT DEFINED, HEREIN
SHALL HAVE THE MEANING ASCRIBED TO IT BY THE MASTER SERVICES AGREEMENT.
5
13.
EFFECT OF SECTION HEADINGS. THE SECTION HEADINGS APPEARING IN THIS
AGREEMENT ARE INSERTED FOR THE PURPOSE OF CONVENIENCE AND REFERENCE AND SHALL
NOT BE CONSTRUED TO DEFINE, LIMIT OR EXTEND THE SCOPE OF INTENT OF THE LANGUAGE
OF THE SECTIONS TO WHICH THEY PERTAIN.
14.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
ONE OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE
DEEMED THE SAME AGREEMENT.
15.
NO ADMISSIONS:
NOTHING HEREIN SHALL BE DEEMED AN ADMISSION OR
ACKNOWLEDGEMENT OF LIABILITY OR WRONGDOING BY ANY