Common use of Product Warranties Clause in Contracts

Product Warranties. (a) During the Warranty Period and any Extended Warranty Periods for each Lucent Product, Lucent shall perform the specific warranty and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 - (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables (other than Third Party Products) provided under this Agreement shall be free from defects in design, material and workmanship, and shall operate in accordance with applicable Acceptance Criteria, industry standards and intended purposes during the Warranty Period and any Extended Warranty Periods. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.

Product Warranties. (a) During the Warranty Period and any Extended Warranty Periods for each Lucent Product, Lucent shall perform the specific warranty and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 - (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, 4.1 RPS warrants and covenants represents that Deliverables the Compound manufactured by RPS and delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder shall conform to the Specifications (other than Third Party Productsexcept as otherwise provided in Section 2.2 hereof) provided under this Agreement shall when delivered and, when expressly required by the Project Description, be free from defects in design, material and workmanship, and shall operate manufactured in accordance with all applicable Acceptance Criteria, industry standards laws and intended purposes during the Warranty Period and any Extended Warranty Periods. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With respect regulations relating to the Software associated with Lucent Productsmanufacture of the Compound, Lucent representsincluding but not limited to, warrants current U. S. FDA Good Manufacturing Practices (cGMP) and covenants that it shall provide ICH guidelines. RPS will maintain at least 25 to WinStar, at no additional charge, error-fixes, corrections and revisions to 50 grams of the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and Compound from each batch produced as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products)retained sample. Such support shall retained sample will be provided on a 24-hour, 7-days-per-week basismaintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. Lucent shall provide a toll-free number RPS further represents and warrants that RPS is not aware that the manufacturing process for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability the Compound or the Product or the use of such partsprocess [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOING, unless Lucent's standard published policies provide otherwise and specified in a Product addendum hereinRPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTY. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.

Product Warranties. (a) During Supplier warrants that it has the right to manufacture and convey the Product and that each Product will be free from all liens and encumbrances (including free from any claim that such Product infringes any third party’s intellectual property rights), defects in material, workmanship and design and will function in accordance with and will conform to the Specifications for a period of [***]from shipment of such Product manufactured at Suppliers authorized facilities to the Buyer (“Warranty Period and any Extended Warranty Periods for each Lucent ProductPeriod”). The warranty period can be extended to up of [***], Lucent shall perform prior to the specific warranty and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 -expiration of the original warranty. (b) During Buyer or Buyer’s customer shall ship the Warranty Period purported non-conforming Product to the Supplier authorized repair facilities as listed in Appendix E at the Buyer’s expense. Purported non-conforming product shipped to any other authorized or non-authorized repair facility is the sole responsibility of the Buyer. Supplier shall inspect and verify if the Product is non-conforming and either replace or repair (as Suppler may determine at its discretion) any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables (other than Third Party Products) provided under this Agreement shall be free from defects in design, material and workmanship, and shall operate Products which do not perform in accordance with applicable Acceptance Criteria, industry standards and intended purposes the Specifications during the Warranty Period Period. Supplier shall complete such repair or replacement and any Extended ship such repaired or replacement Products to Buyer or to Buyer’s customer at Supplier’s cost (for shipping) within [***] of Supplier’s receipt of such Products at its facility. Such replacement or repaired Products shall be covered by the warranty set forth in subsection (a) above for the longer of (i) ninety (90) days from shipment of the replacement Product and (ii) the remaining portion of the original Warranty Periods.Period. Further, the parties may agree to replace parts in accordance with Exhibit E. (c) Lucent represents, warrants Supplier’s additional warranty terms can be found at xxx.xxxxxxxxxxxxxx.xxx and covenants that all Lucent Product components (except for spare parts provided are incorporated into this agreement in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged its entirety and as a result such Software is unusable or fails updated from time to operate in accordance with time insofar as they do not limit the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 scope of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7Agreement. EXCEPT FOR THE WARRANTIES SPECIFIED IN THIS AGREEMENT, WinStar will notify LucentSUPPLIER DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representationsWHETHER EXPRESS OR IMPLIED, warranties and covenantsINCLUDING, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repairWITHOUT LIMITATION, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoingTHE IMPLIED WARRANTIES OF MERCHANTABILITY, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected DeliverableFITNESS FOR A PARTICULAR PURPOSE.

Product Warranties. (a) During Seller warrants to Buyer that at the Warranty Period time of delivery Seller will have good title to all goods supplied to Buyer and any Extended Warranty Periods for each Lucent Productthe right to convey title to such goods to Buyer free and clear of all liens. Seller further warrants to Buyer, Lucent shall perform to the specific warranty best of its knowledge, that all such goods will conform to the specifications, drawings, samples, or other description furnished or specified by Seller or agreed to in writing by Seller, and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 - (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables (other than Third Party Products) provided under this Agreement shall will be free from defects in design, material and workmanship, . Buyer will not be relieved of its obligation to verify the suitability of our products and shall operate in accordance with applicable Acceptance Criteria, industry standards and processes for the use or application intended purposes during by him. Seller reserves the Warranty Period and any Extended Warranty Periods. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided right to make technical modifications in the course of its product development. Seller further warrants that any services it provides hereunder will be performed in a workmanlike manner. In the event of justified claims relating to the quality of the goods delivered, Seller reserves the right to either replace or repair the goods. If repair fails to remedy the defects, or replacementthe replacement goods are defective, Purchaser shall be entitled in its discretion, to either make a setoff from the purchase price or to rescind the contract. Damage claims relating to non-conforming products are subject to the limitations set forth under Clause 9 hereunder. The warranties stated in this Clause 5 are the only representations and warranties Seller has given Buyer in connection with the provision of goods to Buyer. Except as set forth in this Clause 5, Seller has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the goods. THE WARRANTIES GIVEN IN THIS CLAUSE 5 ARE IN LIEU OF ALL OTHER WARRANTIES SELLER MIGHT HAVE GIVEN BUYER, INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR INTENDED USE. Subject to Clause 9 hereunder, all other warranties Seller or anyone purporting to represent Seller may have given, or which may be refurbished provided or re-manufactured) provided hereunder shall be newimplied by law or commercial practice, not refurbished ARE HEREBY EXCLUDED.  5a. TOOLS AND MODELS - Tools and models remain property of Seller even if Buyer pays for them totally or re-manufactured. (d) With respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucentpartially. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.

Product Warranties. (a) During the Warranty Period and any Extended Warranty Periods for Occam warrants to Tellabs that each Lucent Product, Lucent shall perform the specific warranty and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 - (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables (other than Third Party Products) provided under this Agreement shall hardware component of each BLC Product will be free from defects in designdesign that cause the BLC Product to not meet its Technical Specifications for five (5) years from the date a BLC Product manufactured by Tellabs during the term of this Agreement is shipped to an Exclusive Customer if the BLC Product is manufactured in full compliance with the applicable Manufacturing Specifications using the Product Technology. If a BLC Product fails to conform to the warranty in this Section 11.2(a), material and workmanship, and shall operate Occam will: (i) provide a work around for a design defect in shipped BLC Products in accordance with applicable Acceptance Criteria, industry standards the Technical Support procedures set forth in Exhibit C; and intended purposes (ii) provide Tellabs with a corrected design for the BLC Product that addresses the design defect. (b) Occam warrants to Tellabs that each software component of each BLC Product will be free from defects in design that cause the BLC Product to not meet its Technical Specifications for five years from the date a BLC Product manufactured by Tellabs during the Warranty Period term of this Agreement is shipped to an Exclusive Customer if the BLC Product is manufactured in full compliance with the applicable Manufacturing Specifications using the Product Technology. If a BLC Product fails to conform to the warranty in this Section 11.2(b), Occam will: (i) provide a work around for a design defect in shipped BLC Products in accordance with the Technical Support procedures set forth in Exhibit C; and any Extended Warranty Periods(ii) provide Tellabs with a corrected design for the BLC Product that addresses the design defect. (c) Lucent represents, warrants The warranty and covenants that all Lucent Product components (except for spare parts provided remedies set forth in the course of repair or replacement, which may be refurbished or re-manufacturedSections 11.2(a) provided hereunder shall be new, and 11.2(b) will not refurbished or re-manufactured. (d) With respect apply to nonconformities to the Software associated with Lucent Productsextent caused by (i) defects in material or manufacture, Lucent represents, warrants and covenants that it shall provide including the failure to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate manufacture in accordance with the applicable Acceptance Criteria. The foregoing representationsManufacturing Specifications; (ii) Tellabs’ failure to use or implement any updated Product Technology made available to Tellabs by Occam; (iii) any alterations or modifications of, warranties or additions to, the BLC Products made by parties other than Occam; (iv) use of the BLC Products in a manner for which they were not designed or other than as specified in the Technical Specifications; (v) the combination, use, or interconnection of the BLC Products with other products not supplied or not approved by Occam; (vi) abnormal usage or misuse of the BLC Products, including, but not limited to, accident, fire, water damage, earthquake, lightning, other acts of nature, and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent other causes external to the SoftwareBLC Products; provided that(vii) installation or maintenance of wiring, if such new versionscircuits, upgrades electrical conduits, or devices external to the BLC Products; (viii) failure to provide and enhancements are chargeable to Lucent's other customerscontinually maintain adequate electrical power, WinStar must also pay air conditioning, and humidity controls in accordance with BLC Product requirements; (ix) Tellabs’ or a fee third party’s negligence; (x) defects caused by Manufacturing Developments; or (xi) Tellabs’ failure *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. to implement a change specified in an ECO delivered by Occam in accordance with Section 10.1. If Occam determines that any warranty claim reported by Tellabs falls within any of the foregoing exceptions, Tellabs will pay Occam for its services at the applicable prices rates set forth in Exhibit E. (d) This Section 11.2(d) sets forth Tellabs’ exclusive remedy, and pricing methodologies contained Occam’s entire liability in Schedule C.contract, tort, or otherwise for any breach of warranty for any BLC Product manufactured by Tellabs. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes The parties may agree to Deliverables (other than Third Party Products). (f) During modify the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be product warranties provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying 11.2 on a customer by customer basis in a written agreement signed by the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverableparties.

Product Warranties. (a) During With respect to all Products purchased by Buyer from Seller pursuant to the Warranty Period Purchase Order, Seller warrants to Buyer that: (i) the Products are free from all defects in design, workmanship and materials, (ii) the Products are new, unless specified otherwise in the Purchase Order, (iii) the Products are fit for use for their ordinary intended purpose as well as any Extended Warranty Periods special purpose specified in this Agreement, (iv) sale or use of the Products for each Lucent Producttheir ordinary intended purpose as well as any special purpose specified in this Agreement will not constitute infringement or contributory infringement of any patent, Lucent shall perform or infringement of any copyright or trademark, or violation of any trade secret, (v) the specific warranty and extended warranty Services as may be Products are in strict conformance with this Agreement, conform to the drawings and/or specifications set forth or referenced to in Schedule A. Supply the Purchase Order and shall at all times be subject to Buyer’s inspection, and (vi) Seller has good title to the Products sold to Buyer pursuant to this Agreement Confidential - WinStar/Lucent 33 and the same are free of any liens, security interests or encumbrances. If the Products fail to conform to the foregoing warranties or are otherwise defective (excluding wear and tear from normal use) within twelve (12) months after start-up or first use or eighteen (18) months after Buyer’s receipt and acceptance thereof, Seller shall, at Buyer’s sole option, promptly repair or replace them at Seller’s expense. (b) During Neither Buyer’s inspection nor failure to inspect shall relieve Seller of any warranty obligation hereunder, whether related to Products or Services. To the Warranty Period extent not prohibited by the manufacturer of the Products, Seller hereby authorizes Buyer, at Xxxxx’s expense, to assert for Seller’s account, all rights and powers of Seller under any Extended Warranty Periods, Lucent represents, manufacturer’s and/or contractor’s warranties with respect to the Products or Services. Seller also warrants that it shall obtain and covenants that Deliverables (other than Third Party Products) assign or otherwise provide to Buyer the benefits of warranties provided with the Products sold under this Agreement shall be free from defects in design, material and workmanship, and shall operate in accordance with applicable Acceptance Criteria, industry standards and intended purposes during the Warranty Period and any Extended Warranty Periodsby manufacturers or suppliers. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.

Product Warranties. (a) During With respect to all Products purchased by Buyer from Seller pursuant to a Purchase Order, Seller warrants to Buyer that: (i) the Warranty Period Products are free from all defects in design, workmanship and materials, (ii) the Products are new, unless specified otherwise in the Purchase Order, (iii) the Products are fit for use for their ordinary intended purpose as well as any Extended Warranty Periods special purpose specified in this Agreement, (iv) sale or use of the Products for each Lucent Producttheir ordinary intended purpose as well as any special purpose specified in this Agreement will not constitute infringement or contributory infringement of any patent, Lucent shall perform or infringement of any copyright or trademark, or violation of any trade secret, (v) the specific warranty and extended warranty Services as may be Products are in strict conformance with this Agreement, conform to the drawings and/or specifications set forth or referenced to in Schedule A. Supply the applicable Purchase Order and shall at all times be subject to Buyer’s inspection, and (vi) Seller has good title to the Products sold to Buyer pursuant to this Agreement Confidential - WinStar/Lucent 33 and the same are free of any liens, security interests or encumbrances. If the Products fail to conform to the foregoing warranties or are otherwise defective (excluding wear and tear from normal use) within twelve (12) months after start-up or first use or eighteen (18) months after Buyer’s receipt and acceptance thereof, Seller shall, at Buyer’s sole option, promptly repair or replace them at Seller’s expense. (b) During Neither Buyer’s inspection nor failure to inspect shall relieve Seller of any warranty obligation hereunder, whether related to Products or Services. To the Warranty Period extent not prohibited by the manufacturer of the Products, Seller hereby authorizes Buyer, at Xxxxx’s expense, to assert for Seller’s account, all rights and powers of Seller under any Extended Warranty Periods, Lucent represents, manufacturer’s and/or contractor’s warranties with respect to the Products or Services. Seller also warrants that it shall obtain and covenants that Deliverables (other than Third Party Products) assign or otherwise provide to Buyer the benefits of warranties provided with the Products sold under this Agreement shall be free from defects in design, material and workmanship, and shall operate in accordance with applicable Acceptance Criteria, industry standards and intended purposes during the Warranty Period and any Extended Warranty Periodsby manufacturers or suppliers. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.

Product Warranties. (a) During the Warranty Period and any Extended Warranty Periods for each Lucent Product, Lucent shall perform the specific warranty and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 -A. (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables Products (other than Third Party Products) provided under this Agreement shall be free from defects in design, material and workmanship, and shall operate in accordance with applicable Acceptance Criteria, industry standards and intended purposes during the Warranty Period and any Extended Warranty Periods. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With During the applicable Warranty Period and Extended Warranty Period, with respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStarDiveo, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables such Software in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C.. (e) During the term of this Agreement, Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables Products (other than Third Party Products).. -------------------------------------------------------------------------------- Master Supply Agreement 30 Diveo / Lucent Confidential (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar Diveo in order to assist WinStar Diveo to locate and correct functional or operational problems with Deliverables Products (other than Third Party Products). Such support shall be provided on a 248 hour, 5-days-per-week basis (provided that if Diveo purchases maintenance Services offered by Lucent, such support is provided on a 24 hour, 7-days-per-week basis). Lucent shall provide a toll-free number for WinStarDiveo's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent representswill provide Diveo with all software updates to Software. Lucent shall implement all updates to all Lucent Products. Upgrades and new software releases will be charged in accordance with the price established at the time the upgrade is implemented by Diveo or on Diveo's behalf and incorporated into Schedule C subject to the following: Diveo shall not be required to pay any additional charges relating to that portion of an upgrade or new software release that (A) constitutes an update, warrants (B) reflects only an immaterial enhancement or improvement in current functionality and covenants that it not new functionality or materially increased functional capacity or (C) is provided by Lucent to another customer as part of the provision of software maintenance services under similar terms and conditions. To the extent the upgrade or new software release includes new functionality or materially increased functional capacity and Diveo desires to take advantage of same, Diveo shall pay a fair and competitive price established at the time the upgrade or new software release is implemented by Diveo or on Diveo's behalf and the resulting incremental price shall be incorporated in Schedule C. (h) During the Warranty Period and any Extended Warranty Periods, Lucent shall provide access to technical resources to resolve any problem with Deliverables Products (other than Third Party Products) that WinStar Diveo cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar Diveo or a third-party, Lucent may charge WinStar Diveo reasonable time and material rates for the on-site support. (ji) Subject to Section 20.9 19.9 of the Agreement, in the event that any Deliverable Product fails to comply with the representations, warranties or covenants contained in this Section 14.713.6, WinStar Diveo will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar Diveo so that the Deliverable Product complies with such representations, warranties and covenants, in accordance with this Section 13.6. The Parties agree to follow the Performance Standards set forth procedures established in Schedule B. Lucent shall make available H with respect to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, any warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverableclaims made by Diveo under this Section 13.6.

Product Warranties. (a) During A. Seller warrants that the Warranty Period and any Extended Warranty Periods for each Lucent Product, Lucent shall perform the specific warranty and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 - (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables (other than Third Party Products) provided Products furnished under this Agreement shall be free from defects in design, material and workmanshipworkmanship and meets specifications. This warranty is applicable only if the Products have had normal utilization within the published specifications as modified from time to time, and shall operate have been maintained in accordance with applicable Acceptance Criteriarecommended procedures, industry standards use Seller's approved parts and intended purposes during have not been modified or altered in a manner not approved by Seller. Any Product found therein defective within one (1) year of original shipping date from Seller's facility shall be returned to Seller and the Warranty Period defective component within the returned Product will be repaired or replaced at the option and expense of Seller. Shipping cost to the Seller's facility shall be paid by Buyer and Seller will return the Products at its expense. Any extended warranty over and above the aforementioned one (1) year term may be mutually agreed, and if agreed upon will be memorialized in writing via an amendment to this Agreement. Repair or replacement of a part under this warranty shall neither extend nor decrease the warranty period. If Seller has cooperated with Buyer on the design of a Product and Buyer has tested and accepted the design and later a defect in the design is uncovered by Buyer, Buyer will promptly notify Seller in writing of the design defect. Sellers' only obligation to Buyer as it pertains to the design defect will be to cooperate with Buyer to modify the design to meet Customer's requirements. Seller will not be obligated to refurbish any Extended Warranty PeriodsProducts sold to Buyer prior to Seller's written notification. (c) Lucent representsB. Seller's total liability to the Buyer for damages for any cause whatsoever and regardless of the form of action, warrants and covenants that all Lucent Product components (except for spare parts provided in the course of repair or replacement, which may be refurbished or re-manufactured) provided hereunder shall be new, not refurbished or re-manufactured. (d) With respect limited to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria charges paid or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided payable by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Buyer under this Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStarparticular Product from which the liability arises. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.

Product Warranties. (a) During Seller warrants to Buyer that at the Warranty Period time of delivery Seller will have good title to all goods supplied to Buyer and any Extended Warranty Periods for each Lucent Productthe right to convey title to such goods to Buyer free and clear of all liens. Seller further warrants to Buyer, Lucent shall perform to the specific warranty best of its knowledge, that all such goods will conform to the specifications, drawings, samples, or other description furnished or specified by Seller or agreed to in writing by Seller, and extended warranty Services as may be set forth in Schedule A. Supply Agreement Confidential - WinStar/Lucent 33 - (b) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that Deliverables (other than Third Party Products) provided under this Agreement shall will be free from defects in design, material and workmanship, . Buyer will not be relieved of its obligation to verify the suitability of our products and shall operate in accordance with applicable Acceptance Criteria, industry standards and processes for the use or application intended purposes during by him. Seller reserves the Warranty Period and any Extended Warranty Periods. (c) Lucent represents, warrants and covenants that all Lucent Product components (except for spare parts provided right to make technical modifications in the course of its product development. Seller further warrants that any services it provides hereunder will be performed in a workmanlike manner. In the event of justified claims relating to the quality of the goods delivered, Seller reserves the right to either replace or repair the goods. If repair fails to remedy the defects, or replacementthe replacement goods are defective, Purchaser shall be entitled in its discretion, to either make a setoff from the purchase price or to rescind the contract. Damage claims relating to non-conforming products are subject to the limitations set forth under Clause 9 hereunder. The warranties stated in this Clause 5 are the only representations and warranties Seller has given Buyer in connection with the provision of goods to Buyer. Except as set forth in this Clause 5, Seller has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the goods. THE WARRANTIES GIVEN IN THIS CLAUSE 5 ARE IN LIEU OF ALL OTHER WARRANTIES SELLER MIGHT HAVE GIVEN BUYER, INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR INTENDED USE. Subject to Clause 9 hereunder, all other warranties Seller or anyone purporting to represent Seller may have given, or which may be refurbished provided or re-manufactured) provided hereunder shall be newimplied by law or commercial practice, not refurbished or re-manufacturedARE HEREBY EXCLUDED. (d) With respect to the Software associated with Lucent Products, Lucent represents, warrants and covenants that it shall provide to WinStar, at no additional charge, error-fixes, corrections and revisions to the Software that are necessary to maintain those Deliverables in compliance with the Acceptance Criteria or as otherwise generally provided to any other customer of Lucent. Lucent will provide on-site assistance (including installation and problem resolution Services) necessary to correct Nonconformities with such Software at no additional charge to WinStar. Lucent shall also replace such Software if the media is destroyed or damaged and as a result such Software is unusable or fails to operate in accordance with the applicable Acceptance Criteria. The foregoing representations, warranties and covenants shall also apply with respect to new versions, upgrades and enhancements provided by Lucent to the Software; provided that, if such new versions, upgrades and enhancements are chargeable to Lucent's other customers, WinStar must also pay a fee pursuant to the applicable prices and pricing methodologies contained in Schedule C. (e) Lucent represents, warrants and covenants that it shall provide updated Documentation reflecting any changes to Deliverables (other than Third Party Products). (f) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide telephone support to WinStar in order to assist WinStar to locate and correct functional or operational problems with Deliverables (other than Third Party Products). Such support shall be provided on a 24-hour, 7-days-per-week basis. Lucent shall provide a toll-free number for WinStar's calls to Lucent. (g) Lucent represents, warrants and covenants that it shall stock spare Equipment parts for Deliverables other than Third Party Products and provide 24-hour availability of such parts, unless Lucent's standard published policies provide otherwise and specified in a Product addendum herein. (h) Lucent represents, warrants and covenants that it will provide all upgrades to Deliverables components (other than Third Party Products) during the Warranty Period and Extended Warranty Periods (as applicable) and that such upgrades shall be backward compatible to within two (2) immediately Supply Agreement Confidential - WinStar/Lucent preceding revision levels for the Deliverables in use by WinStar. (i) During the Warranty Period and any Extended Warranty Periods, Lucent represents, warrants and covenants that it shall provide access to technical resources to resolve any problem with Deliverables (other than Third Party Products) that WinStar cannot resolve through lower level support, including help desk support and on-site service support for problems that cannot be remotely diagnosed and cured. If on-site support reveals that the problem originated with WinStar or a third-party, Lucent may charge WinStar reasonable time and material rates for the on-site support. (j) Subject to Section 20.9 of the Agreement, in the event that any Deliverable fails to comply with the representations, warranties or covenants contained in this Section 14.7, WinStar will notify Lucent, specifying the nature of the failure in reasonable detail. Lucent shall correct the failure at no additional charge to WinStar so that the Deliverable complies with such representations, warranties and covenants, in accordance with the Performance Standards set forth in Schedule B. Lucent shall make available to WinStar on-site personnel as necessary to repair, replace or correct such Deliverable at no additional charge to WinStar. The repair and replace time intervals are set forth in Schedule A. Notwithstanding the foregoing, if, after a reasonable number of repeated efforts (but not more than three (3) attempts or more than a total of three (3) business days after WinStar's initial notification to Lucent of noncompliance with a representation, warranty or covenant), Lucent is unable to correct the failure, then, at WinStar's option, Lucent shall provide WinStar with a refund, pro-rated according to the useful life, of amounts paid for any affected Deliverable.