Common use of Notice of Discontinuation Clause in Contracts

Notice of Discontinuation. For a period of [*] for the AXE switch and [*] for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipment, the Vendor agrees to provide the Owner, or its affiliates as the case may be, not less than one (1) year notice before the Vendor discontinues a Product ("Discontinued Products") furnished under this Contract. With respect to Products manufactured by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) days. In the event of the foregoing, the Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at such time during the appropriate [*] and [*] periods referenced above; provided that nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this subsection. In the event that Vendor discontinues a Product, Vendor will meet with Owner and use reasonable, good faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts in accordance with Vendor's repair and repair parts practices and terms and conditions then in effect, for Vendor-manufactured Equipment furnished pursuant to this Contract. Such repair Services and repair parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE switch and [*] for all other Products after such Product's discontinued availability effective date. Vendor may use either the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this Contract. If during the agreed-to support period following the issuance of notice of discontinuance, Vendor fails to provide repair parts and or repair Services and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner at law or in equity, provide Owner, at no additional charge to Owner, upon request, with non-exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts from other sources. Such license shall include appropriate non-disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [***] for the AXE switch Switch and [***] for all other Products furnished hereunder after the Amended and Restated Effective Date, but in no event less than [***] after the date of shipment, the Vendor agrees to provide the Owner, or its affiliates as the case may beand all Affiliates and Related Operators that have purchased Products hereunder, not less than one (1) year [***] notice before the Vendor discontinues manufacturing of or support for a Product ("Discontinued Products") furnished under this Contract. With In respect to of Products manufactured by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) days[***]. In the event case of the foregoingeach Discontinued Product, the Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at such prior to the time that a Product is discontinued during the appropriate [*] and [***] periods referenced above; provided that that, nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this subsection. In the event that Vendor discontinues a Product, Vendor will meet with Owner and use reasonable, good faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts in accordance with Vendor's repair and repair parts practices and terms and conditions then in effect, for Vendor-manufactured Equipment furnished pursuant to this Contract. Such repair Services and repair parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [***] for the AXE switch Switch and [***] for all other Products after such Product's discontinued availability effective date. Vendor may use either the same or functionally equivalent products or parts which are new, Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential Information [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this Contract. If during the agreed-to support period following the issuance of notice of discontinuance, Vendor fails to provide repair parts and or and/or repair Services and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner at law or in equity, provide Owner, at no additional charge to Owner, upon request, with non-exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts from other sources. Such license shall include appropriate non-disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [*] for the AXE switch Switch and [*] ------------------------- for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipment, the Vendor agrees to provide the Owner, or its affiliates as the case may beand all Affiliates and Related Operators that have purchased Products hereunder, not less than one (1) year [*] notice before the Vendor discontinues manufacturing of or support for a Product ("Discontinued Products") furnished under this Contract. With In --------------------- respect to of Products manufactured by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) days[*]. In the event case of the foregoingeach Discontinued Product, the Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at such prior to the time that a Product is discontinued during the appropriate [*] and [*] periods referenced above; provided that that, nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this subsection. In the event that Vendor discontinues a Product, Vendor will meet with Owner and use reasonable, good faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts in accordance with Vendor's repair and repair parts practices and terms and conditions then in effect, for Vendor-Vendor- manufactured Equipment furnished pursuant to this Contract. Such repair Services and repair parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE switch Switch and [*] for all other Products after such Product's discontinued availability effective date. Vendor may use either the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this Contract. If during the agreed-to support period following the issuance of notice of discontinuance, Vendor fails to provide repair parts and or and/or repair Services and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner at law or in equity, provide Owner, at no additional charge to Owner, upon request, with non-non- exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner will have sufficient information, [*] Certain material (indicated by an asterisk) has been omitted form this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts from other sources. Such license shall include appropriate non-disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [*] for the AXE switch and [*] for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipmentshipment for all Products furnished hereunder, the Vendor agrees to shall provide the Owner, or its affiliates as the case may be, Cricket not less than one [***] notice (1the “Discontinued Product Notice”) year notice before the Vendor discontinues manufacturing of or support for a Product ("“Discontinued Products") furnished under this Contract”). With In respect to of Products manufactured by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) daysthan[***]. In the event case of each Discontinued Product, during the foregoing, the [***] period described above Vendor shall continue to furnish Products (including, without limitation, all Software Releases) fully compatible with the relevant System Elements components (including the Discontinued Product) within the System in which the Discontinued Product resided at such the time during the appropriate [*] and [*] periods referenced abovethat a Product is discontinued; provided that that, nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this subsectionSection. In the event that Vendor discontinues a Product, Vendor will meet with Owner Cricket and use reasonable, good *** Certain information on this page has been omitted and filed separately with the Commission. Cricket Communications Proprietary and Confidential Information faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's Cricket’s existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts Spare Parts in accordance with Vendor's ’s standard repair and repair parts practices and terms and conditions then in effect, for Vendor-manufactured Equipment all Products furnished pursuant to this ContractAgreement. Such repair Services and repair parts Spare Parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE switch and [**] for all other Products after such Product's discontinued availability effective date. Vendor may use either Cricket’s receipt of the Discontinued Product Notice (the “Support Period”) on the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished terms and conditions in effect at the furnishing time of repairs or replacements under this ContractCricket’s receipt of the Discontinued Product Notice. If during the agreed-to support period following the issuance of notice of discontinuance, Support Period Vendor fails to provide repair parts and Spare Parts or repair Services on terms and conditions in effect at the time of Cricket’s receipt of the Discontinued Product Notice and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner the Companies at law or in equity, provide OwnerCricket, at no additional charge to OwnerCricket, upon request, with non-exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner Cricket will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts Spare Parts from other sources. Such license shall include appropriate non-disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [*] for the AXE 5 ESS(R) switch and [*] for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipment, the Vendor agrees to provide the Owner, or its affiliates as the case may be, not less than one (1) year notice before the Vendor discontinues a Product ("Discontinued Products") furnished under this Contract. With In respect to of Products manufactured by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) days. In the event of the foregoing, the Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at such time during the appropriate [*] and [*] periods referenced above; provided that nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this subsection. In the event that Vendor discontinues a Product, Vendor will meet with Owner and use reasonable, good faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts in accordance with Vendor's repair and repair parts practices and terms and conditions then in effect, for Vendor-manufactured Equipment furnished pursuant to this Contract. Such repair Services and repair parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE 5 ESS switch and [*] for all other Products after such Product's discontinued availability effective date. Vendor may use either the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this Contract. If during the agreed-to support period following the issuance of notice of discontinuance, Vendor fails to provide repair parts and or repair Services and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner at law or in equity, provide Owner, at no additional charge to Owner, upon request, with non-exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts from other sources. Such license shall include appropriate non-disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [*] for the AXE ------------------------- switch and [*] for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipment, the Vendor agrees to provide the Owner, or its affiliates Affiliates as the case may be, not less than one (1) year notice before the Vendor discontinues a Product ("Discontinued ------------ Products") furnished under this Contract. With respect to Products manufactured -------- by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) days. In the event of the foregoing, the Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at such time during the appropriate [*] and [*] periods referenced above; provided that nothing herein shall bar the Vendor -------- ---- from discontinuing individual items of Products as provided in and pursuant to this subsection. In the event that Vendor discontinues a Product, Vendor will meet with Owner and use reasonable, good faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts in accordance with Vendor's repair and repair parts practices and terms and conditions then in effect, for Vendor-Vendor- manufactured Equipment furnished pursuant to this Contract. Such repair Services and repair parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE switch and [*] for all other Products after such Product's discontinued availability effective date. Vendor may use either the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this Contract. If during the agreed-to support period following the issuance of notice of discontinuance, Vendor fails to provide repair parts and or repair Services and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner at law or in [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. equity, provide Owner, at no additional charge to Owner, upon request, with non-non- exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts from other sources. Such license shall include appropriate non-non- disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [*] for the AXE switch and [*] for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipmentthe respective Discontinued Equipment Notice (as defined below) for all Vendor Equipment furnished hereunder, the Vendor agrees to shall provide the Owner, or its affiliates as the case may be, Cricket not less than one [***] notice (1the “Discontinued Equipment Notice”) year notice before the Vendor discontinues a Product manufacturing of or support for Equipment ("“Discontinued Products") furnished under this Contract. With respect to Products manufactured by a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) daysEquipment”). In the event case of each Discontinued Equipment, during the foregoing, the [***] period described above Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at make available Vendor’s repair and return Services for such time during the appropriate [*] and [*] periods referenced aboveDiscontinued Equipment; provided that that, nothing herein shall bar the Vendor from discontinuing individual items of Products Equipment as provided in and pursuant to this subsectionSection. In the event that Vendor discontinues a Productan item of Equipment, Vendor will meet with Owner Cricket and use reasonable, good faith efforts to develop a mutually acceptable *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Nortel Networks and Cricket Communications Proprietary and Confidential Information transition plan that takes into account the Owner's Cricket’s existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts Spare Parts in accordance with Vendor's ’s standard repair and repair parts practices and terms and conditions then in effect, for Vendor-manufactured all Vendor Equipment furnished pursuant to this ContractAgreement. Such repair Services and repair parts Spare Parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE switch and [**] for all other Products Equipment after such Product's discontinued availability effective dateCricket’s receipt of the Discontinued Equipment Notice (the “Support Period”) on the same terms and conditions in effect at the time of Cricket’s receipt of the Discontinued Equipment Notice. Vendor may use either the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this ContractAgreement. If during the agreed-to support period following the issuance of notice of discontinuanceSupport Period Vendor, Vendor or its assignee, fails to provide repair parts and Spare Parts or repair Services on terms and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source conditions in effect at the time of supply for such repair parts or servicesCricket’s receipt of the Discontinued Equipment Notice, Vendor shall, in addition to any other right or remedy available to Owner the Companies at law or in equity, provide OwnerCricket, at no additional charge to OwnerCricket, upon request, with non-exclusive licenses for Product Equipment manufacturing to the extent Vendor can grant such licenses, so that Owner Cricket will have sufficient information, ability and rights to have such Discontinued Products Equipment manufactured, or obtain such repair Service or repair parts Spare Parts from other sources. Such license shall include appropriate non-disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Notice of Discontinuation. For a period of [*] for the AXE 5 ESS(R) ------------------------- switch and [*] for all other Products furnished hereunder after the Effective Date, but in no event less than [*] after the date of shipment, the Vendor agrees to provide the Owner, or its affiliates as the case may be, not less than one (1) year notice before the Vendor discontinues a Product ("Discontinued ------------ Products") furnished under this Contract. With In respect to of Products manufactured by -------- a third party vendor, the notice period may vary. Where the Vendor offers a product for sale that is equivalent in Form, Fit and Function in accordance with and pursuant to the Specifications, the notification period may vary but in no event shall be less than sixty (60) days. In the event of the foregoing, the Vendor shall continue to furnish Products fully compatible with the relevant System Elements within the System at such time during the appropriate [*] and [*] periods referenced above; provided that nothing herein shall bar the Vendor from discontinuing individual items of Products as provided in and pursuant to this subsection. In the event that Vendor discontinues a Product, Vendor will meet with Owner and use reasonable, good faith efforts to develop a mutually acceptable transition plan that takes into account the Owner's existing investment in the item scheduled for discontinuance. In addition to repairs provided for under any applicable Warranty, Vendor shall offer repair Services and repair parts in accordance with Vendor's repair and repair parts practices and terms and conditions then in effect, for Vendor-Vendor- manufactured Equipment furnished pursuant to this Contract. Such repair Services and repair parts shall be available while Vendor is manufacturing or stocking such Products or repair parts, but in no event less than [*] for the AXE 5 ESS switch and [*] for all other Products after such Product's discontinued availability effective date. Vendor may use either the same or functionally equivalent products or parts which are new, remanufactured, reconditioned or refurbished in the furnishing of repairs or replacements under this Contract. If during the agreed-to support period following the issuance of notice of discontinuance, Vendor fails to provide repair parts and or repair Services and a functionally equivalent replacement has not been designated, Vendor shall so advise Owner, to allow Owner to plan appropriately, and if Vendor is unable to identify another source of supply for such repair parts or services, Vendor shall, in addition to any other right or remedy available to Owner at law or in equity, provide Owner, at no additional charge to Owner, upon request, with non-non- exclusive licenses for Product manufacturing to the extent Vendor can grant such licenses, so that Owner will have sufficient information, ability and rights to have such Discontinued Products manufactured, or obtain such repair Service or repair parts from other sources. Such license shall include appropriate non-non- disclosure and confidentiality covenants. [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.