Sprint PCS when obtaining software for its own use that is identical to the Software, will use commercially reasonable efforts to obtain a license from vendors (each, a "VENDOR" and collectively, "VENDORS") providing for the right of Manager to use the Software in connection with telecommunications equipment manufactured by a Vendor (collectively the software obtained by Sprint PCS for its own use and the Software that operates on telecommunications equipment manufactured by a Vendor are for purposes of this section 1.3.4, the "VENDOR SOFTWARE"; when the term "Vendor Software" is used with respect to Manager, it means only the Software, and not the software used only by Sprint PCS).
Sprint PCS and Manager will in good faith attempt to mutually agree on how to mitigate the adverse economic impact on Manager of the exercise of any unilateral right of Sprint PCS under this agreement, the Services Agreement and either Trademark License Agreement to the extent Manager believes such change will have a significant adverse economic impact on Manager's operations, except with respect to changes involving Sprint PCS National or Regional Distribution Program Requirements. For purposes of clarification, the parties intend the preceding sentence to obligate them to a robust discussion and open dialogue but understand the discussion and dialogue may not lead to any particular solution of the issues raised by Manager or Sprint PCS. By way of illustration, under the second preceding sentence if Manager believed that the exercise of the unilateral right to change the Trademark Usage Guidelines or the designation of Sprint PCS Products and Services had an adverse economic impact on Manager, then Manager and Sprint PCS will in good faith attempt to mutually agree on how to mitigate the adverse impact on Manager.
Sprint PCS. If Sprint PCS chooses to pay the refund, it will make the payment at the time it sends the notice to Manager; If Sprint PCS chooses to credit the refund, it will in the notice indicate the amounts owing to which the credit will be applied. If Manager owes Sprint PCS additional fees Manager will pay those fees to Sprint PCS within 10 days after receipt of the notice.
Sprint PCS will recalculate the estimated collection percentages and apply the recalculated estimated collection percentages to the gross accounts receivable aging categories described in the first sentence of section 10.12.3(b) when all applicable data is available. Sprint PCS will increase or decrease a weekly payment by the amount of the difference between the amount paid to Manager based on the initial estimated collection percentages and the amount that would have been paid to Manager using the newer estimated collection percentages.
Sprint PCS will provide to Manager a detailed statement describing the geographic coverage area and spectrum of the proposed Disaggregated License with the Purchase Notice if given by Sprint PCS in exercising its put right. Manager will provide to Sprint PCS a detailed statement describing the geographic coverage area and spectrum of the proposed Disaggregated License with the Purchase Notice if given by Manager in exercising its purchase right. In either case, the geographic area and spectrum of the proposed Disaggregated License will not be less or more, as applicable, than that provided for under the operative Section. In any event, Manager must purchase spectrum sufficient to operate one duplex CDMA carrier, including required guard bands, within the Sprint PCS Spectrum. Sprint PCS makes no warranty or representation with respect to use of spectrum under a Disaggregated License for any purpose other than that contemplated by the Management Agreement.
Sprint PCS. If Sprint PCS determines in its sole discretion that any such arrangement is commercially unreasonable or is unacceptable to Sprint PCS' lenders, Sprint PCS is not required to alter such accounts as requested by Manager. [The remainder of this page is intentionally left blank.] Confidential Portions of This Agreement Which Have Been Redacted Are Marked With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The Securities and Exchange Commission. ADDENDUM II TO SPRINT PCS MANAGEMENT AGREEMENT MANAGER: Horizon Personal Communications, Inc. SERVICE AREA: Athens, OH BTA Charleston, WV BTA Chillicothe, OH BTA Huntington, WV - Ashland, KY BTA Parkersburg, WV - Marietta, OH BTA Portsmouth, OH BTA Zanesville - Cambridge, OH BTA Danville, VA BTA Lynchburg, VA BTA Martinsville, VA BTA Roanoke, VA BTA Staunton-Waynesboro, VA BTA Bluefield, VA BTA Beckley, WV BTA Kingsport, Johnson City, Bristol, TN BTA Williamson-Pikeville, WV BTA Logan, WV BTA Cumberland, MD BTA Fairmont, WV BTA Morgantown, WV BTA Clarksburg, WV BTA Cincinnati, OH BTA (counties of Adams, Brown, Highland, Mason) Canton-New Philadelphia, OH BTA (Coshocton County only) Charlottesville, VA BTA This Addendum II (this "ADDENDUM"), dated as of August 12, 1999, contains certain additional and supplemental terms and provisions to that certain Sprint PCS Management Agreement entered into as of June 8, 1998, by the same parties as this Addendum, which Management Agreement was further amended by that certain Addendum I, entered into as of June 8, 1998 (the Management Agreement, as amended by Addendum I, being the "MANAGEMENT Agreement"). The terms and provisions of this Addendum control, supersede and amend any conflicting terms and provisions contained in the Management Agreement. Except for express modifications made in this Addendum, the Management Agreement continues in full force and effect. Capitalized terms used and not otherwise defined in this Addendum have the meanings ascribed to them in the Management Agreement. Section and Exhibit references are to Sections of, and Exhibits to, the Management Agreement, unless otherwise noted. The Management Agreement is modified as follows:
Sprint PCS. Upon receipt of notice of Acceleration, Sprint PCS shall have the right, to which right Parent, each Affiliate and each Other Investor, by acknowledging this Consent and Agreement, expressly agrees, to purchase the combined Operating Assets from Affiliates for an amount equal to the greater of (i) 72% of the Entire Business Value (as defined in the Management Agreement) of Affiliates, valued in accordance with the procedure set forth in Section 11.7 of the Management Agreement (with the assumption that the deemed ownership of the Disaggregated License under Section 11.7.3 of the Management Agreement includes the transfer of the Sprint PCS customers as contemplated by Section 11.4 of the Management Agreement), and (ii) the aggregate amount of the Obligations. Sprint PCS shall, within 60 days of receipt of notice of Acceleration, give Parent, Affiliates and the Administrative Agent notice of its intent to exercise the purchase right. In the event Sprint PCS gives the Administrative Agent written notice of its intent to purchase the Operating Assets, the Administrative Agent agrees that it shall not enforce its Security Interests in the Collateral until the earlier to occur of (i) expiration of the period consisting of 120 days after the Acceleration Date (or such later date that shall be provided for in the purchase agreement and acceptable to the Administrative Agent in its discretion to close the purchase of the Operating Assets) or (ii) receipt by Administrative Agent, Parent and Affiliates from Sprint PCS of written notice that Sprint PCS has determined not to proceed with the closing of the purchase of the Operating Assets for any reason. If after the 120-day period after the Acceleration Date, Parent or either
Sprint PCS may deny its consent to any assignment or transfer in its sole discretion except as otherwise provided in this Section 17.15. Any attempted assignment of this agreement in violation of this Section 17.15 will be void and of no effect. A party may assign this agreement to a Related Party of the party, except that Manager cannot assign this agreement to a Related Party that is a significant competitor of Sprint, Sprint PCS or their respective Related Parties in the telecommunications business. Except as provided in Section 17.15.5, an assignment does not release the assignor from its obligations under this agreement unless the other party to this agreement consents in writing in advance to the assignment and expressly grants a release to the assignor. Except as provided in Section 17.15.5, Sprint PCS must not assign this agreement to any entity that does not also own the License covering the Service Area directly or indirectly through a Related Party. Manager must not assign this agreement to any entity (including a Related Party), unless such entity assumes all rights and obligations under the Services Agreement, the Trademark License Agreements and any related agreements.