Common use of Amendment of Certain Rates, Terms and Conditions Clause in Contracts

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-96-478. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Terms“) were excluded from the AT&T Agreement by the Commission in Docket No. 96-478. GTE and NEWSOUTH agree that if the “AT&T Terms“ are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ or, as appropriate, the substitution of “GTE Terms“ for all stayed and enjoined “AT&T Terms“, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ and the “AT&T Terms“ are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH agrees that this entire Agreement is void and will not become effective, and NEWSOUTH agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“AT&T”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-9699-478AA-001. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Terms“”) were excluded from the AT&T Agreement by the Commission in Docket No. 9699-478AA-001. GTE and NEWSOUTH US Dial Tone agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “GTE Terms“ Terms for all stayed and enjoined “AT&T Terms“, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH US Dial Tone further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH US Dial Tone acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH US Dial Tone agrees that this entire Agreement is void and will not become effective, and NEWSOUTH US Dial Tone agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The parties each agree and acknowledge that they have mutually agreed to incorporate into this Agreement the rates, terms and conditions that are specified in Appendix 41A in order to temporarily resolve issues regarding this Agreement without recourse to formal arbitration pursuant to § 252 of the Act. Accordingly, this Agreement has been reached as a result of compromise, and the execution of this Agreement does not constitute a representation by either party that the rates, terms and conditions set forth in Appendix 41A are either required by any applicable law or regulation or equal to the rates, terms and conditions that would be established as a result of formal arbitration pursuant to § 252 of the Act. Moreover, neither party waives any right with respect to any position it may take in the future with respect to the establishment of rates, terms and conditions related to the subject matter of this Agreement which may become effective subsequent to the termination of this Agreement. GTE reserves all rights to challenge the lawfulness of the AT&T terms. Therefore, the AT&T Terms are used herein only because the Commission has already issued its decision approving the AT&T Terms in the AT&T Arbitration. USX has represented that it would request the same terms in an arbitration before the Commission, and the parties desire to avoid another arbitration over the same terms. The rates, terms and conditions in this Agreement that are specified in Appendix 49A 41A (the “AT&T Terms“”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement arbitration decision (the “AT&T AgreementArbitration”) approved by the Commission in Docket Case No. P-9696-478AB-005. The rates, terms and conditions rates not included in this Agreement but referenced in Appendix 49B 41B (the “GTE Terms“”) were excluded from not accepted in the AT&T Agreement Arbitration by the Commission in Docket No. 96Case No.96-478AB-005. GTE and NEWSOUTH USX agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “GTE Terms“ Terms for all stayed and enjoined “AT&T Terms“, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH reserves all rights to challenge the lawfulness of the AT&T Terms. The parties further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's ’s First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4941. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions rates (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's ’s unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's ’s end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. In the event the Commission sets generic interim GTE rates for CLEC purchase of GTE unbundled network elements, interconnection or services, those rates shall substitute for those provided for in the agreement going forward, subject to applicable law and subject to any future amendment by the Commission. The parties agree that, in the event that GTE decides to appeal the arbitrated AT&T rates which are applicable here only on an interim basis, the entire record (including but not limited to all evidence and findings)from the AT&T Arbitration is incorporated herein by reference pursuant to Section 252(e) of the Act. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any a material way this Section 4941, NEWSOUTH agrees then the Parties agree that they will reopen negotiations within ten (10) days after receipt of the final decision making such deletion or modification in order to attempt to craft the new provision that will provide substantially the same protections to GTE and USX as this Section 41. If the Parties cannot reach agreement on such a provision within twenty (20) calendar days thereafter, the Parties agree that this entire Agreement is void and will not become effectivevoid. In such event, and NEWSOUTH agrees each Party shall have 25 days following the close of the 20-day negotiation period within which to withdraw this Agreement from consideration by file a petition for arbitration before the Commission (or any other commission or federal or state court)under Section 252(e) of the Telecommunications Act of 1996 of the issues that remain in dispute under this paragraph.

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 45B (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 45B (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of NEW PHONE's election to replace the specified “GTE Terms” with the specified “) were excluded from AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH NEW PHONE agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH NEW PHONE further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH NEW PHONE acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH NEW PHONE agrees that this entire Agreement is void and will not become effective, and NEWSOUTH NEW PHONE agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A C (the “AT&T "GTE Terms“") were taken may be replaced by the rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-96-478. The rates), terms and conditions not included in this Agreement but referenced respectively, that are specified in Appendix 49B D (the “GTE "AT&T Terms“") were excluded from if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket No. 96-478. The rates, terms and conditions that are specified in Appendix D (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of DTI's election to replace the specified “GTE Terms” with the specified “AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission and effective. GTE and NEWSOUTH DTI agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH DTI further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the “AT&T Terms Terms” are affected by such action and GTE determines they cannot be consistently applied therewith, the “GTE Terms Terms” shall apply. NEWSOUTH DTI acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH DTI agrees that this entire Agreement Section 45 is void and will not become effective, and NEWSOUTH DTI agrees to withdraw this Agreement Section 45 and Appendices C and D from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 45A (xxx "XXX Xxxxx") xxx be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 45B (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-962180-478MA-100. The rates, terms and conditions that are specified in Appendix 45B (the "AT&T Terms") shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of USTELCOM's election to replace the “specified "GTE Terms“) were excluded from " with the specified "AT&T Terms", which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH USTELCOM agree that if the “"AT&T Terms“ " are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “"AT&T Terms“ " or, as appropriate, the substitution of “"GTE Terms“ " for all stayed and or enjoined “"AT&T Terms“", and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ and the “"AT&T Terms“ are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH agrees that this entire Agreement is void and will not become effective, and NEWSOUTH agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court)."

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 45B (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 45B (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of PCS's election to replace the specified “GTE Terms” with the specified “) were excluded from AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH PCS agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH PCS further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH PCS acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH PCS agrees that this entire Agreement is void and will not become effective, and NEWSOUTH PCS agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 45B (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 45B (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of KCC's election to replace the specified “GTE Terms” with the specified “) were excluded from AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH KCC agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH KCC further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH KCC acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-true- up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH KCC agrees that this entire Agreement is void and will not become effective, and NEWSOUTH KCC agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A H (the “AT&T "GTE Terms“") were taken may be replaced by the rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-96-478. The rates), terms and conditions not included in this Agreement but referenced respectively, that are specified in Appendix 49B I (the “GTE "AT&T Terms“") were excluded from if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket No. 96-478. The rates, terms and conditions that are specified in Appendix I (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of QTC's election to replace the specified “GTE Terms” with the specified “AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission and effective. GTE and NEWSOUTH QTC agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH QTC further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4946. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the “AT&T Terms Terms” are affected by such action and GTE determines they cannot be consistently applied therewith, the “GTE Terms Terms” shall apply. NEWSOUTH QTC acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4946, NEWSOUTH QTC agrees that this entire Agreement Section 46 is void and will not become effective, and NEWSOUTH QTC agrees to withdraw this Agreement Section 46 and Appendices H and I from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 48B (the “AT&T "GTE Terms“") were taken may be replaced by the rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 48A (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions that are specified in Appendix 48A (the AT&T Terms) shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of COMM SOUTH's election to replace the “GTE specified”GTE Terms“) were excluded from ” with the specified AT&T Terms, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH COMM SOUTH agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “GTE Terms“ Terms for all stayed and or enjoined “AT&T Terms“, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreementthe AT&T Terms. GTE and NEWSOUTH COMM SOUTH further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 9698-9896-. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4948. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH COMM SOUTH acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4948, NEWSOUTH COMM SOUTH agrees that this entire Agreement is void and will not become effective, and NEWSOUTH COMM SOUTH agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T that particular Commission-approved arbitrated Interconnection, Resale and Unbundling Agreement between GTE and an individual CLEC which Hyperion elects to refer to for such rates, terms and conditions (hereafter “CLEC-Prime”) (the AT&T “CLEC- Prime” Agreement), respectively, that are specified in Appendix 42B (the "CLEC- Prime” Terms") approved if and when the CLEC-Prime Agreement becomes effective after approval by order of the Commission in Docket Case No. P-96-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 42B (the “CLEC-Prime Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of Hyperion's election to replace the specified “GTE Terms” with the specified “) were excluded from CLEC-Prime Terms” (or such prior date within that 30-day period as GTE is able to complete the technical preparations for the substitution of terms), which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH Hyperion agree that if the “AT&T CLEC-Prime Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T CLEC-Prime Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T CLEC- Prime Terms“, ,” and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “CLEC-Prime Terms.” GTE asserts and NEWSOUTH further agree Hyperion acknowledges GTE’s assertion that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The Without acknowledging which terms and conditions those are, Hyperion agrees that the terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”)part. To the extent warranted required by any such subsequent action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties parties agree to immediately apply any modify, in writing, the affected terms and conditionsrates, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing of this Agreement to bring them into compliance with the Agreementsubsequent action. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH Hyperion acknowledges that GTE may seek to enforce such subsequent action before a commission or court of competent jurisdiction. GTE does not waive any position GTE may take regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T CLEC-Prime Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedingsproceedings or any appeal or other litigation, including (but not limited to any to) proceedings, appeals or other litigation concerning the establishment of a competitively neutral universal service system, and generic proceeding proceedings to determine permanent rates, rate adjustments or rebalancing, and cost recovery. Hyperion acknowledges that GTE may assert in such proceedings its right to GTE's ’s claimed unrecovered costs, and that such unrecovered costs include (e.g., but are not limited to) GTE’s historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), . GTE acknowledges that Hyperion may assert in such proceedings that the establishment of a competitively neutral universal service system, or any appeal or other litigationunrecovered costs specified above should not be awarded under existing law. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4942, NEWSOUTH agrees then the Parties agree that they will reopen negotiations within ten (10) days after receipt of the final decision making such deletion or modification in order to attempt to craft the new provision that will provide substantially the same protections to GTE and Hyperion as this entire Agreement is void and will not become effective, and NEWSOUTH agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).Section

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket Case No. P-96-478. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Terms“”) were excluded from the AT&T Agreement by the Commission in Docket Case No. 96-478. GTE and NEWSOUTH COMM SOUTH agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “GTE Terms“ Terms for all stayed and enjoined “AT&T Terms“, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH COMM SOUTH further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's ’s First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4948. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH COMM SOUTH acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's ’s unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's ’s end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4948, NEWSOUTH COMM SOUTH agrees that this entire Agreement is void and will not become effective, and NEWSOUTH COMM SOUTH agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 48A (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions that are specified in Appendix 48A (the AAT&T Terms@) shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of ANNOX's election to replace the “GTE Terms“) were excluded from specified XXXX Terms@ with the specified AAT&T Terms@, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH ANNOX agree that if the “AT&T Terms“ AAT&T Terms@ are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ AAT&T Terms@ or, as appropriate, the substitution of “GTE Terms“ XXXX Terms@ for all stayed and or enjoined “AT&T Terms“AAT&T Terms@, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the AAT&T Terms.@ GTE and NEWSOUTH ANNOX further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98478. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s =s First Report and Order, in whole or in part (“actions”Aaction@). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4948. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH ANNOX acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s =s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ XXXX Terms@ and the “AT&T Terms“ AAT&T Terms@ are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4948, NEWSOUTH ANNOX agrees that this entire Agreement is void and will not become effective, and NEWSOUTH ANNOX agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).. GENERAL RULES GOVERNING RESOLD SERVICES

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-96-478. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Terms“) were excluded from the AT&T Agreement by the Commission in Docket No. 96-478. GTE and NEWSOUTH NAS agree that if the “AT&T Terms“ are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ or, as appropriate, the substitution of “GTE Terms“ for all stayed and enjoined “AT&T Terms“, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH NAS further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH NAS acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ and the “AT&T Terms“ are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH NAS agrees that this entire Agreement is void and will not become effective, and NEWSOUTH NAS agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 45A (the “AT&T "GTE Terms“") were taken may be replaced by the rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the “AT&T Agreement”), respectively, that are specified in Appendix 45B (the “AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions that are specified in Appendix 45B, the AT&T Terms, shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of EZ Talk's election to replace the “specified GTE Terms with the specified AT&T Terms“) were excluded from , which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective (the ”Effective Date”). GTE and NEWSOUTH EZ Talk agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “the GTE Terms“ Terms for all stayed and or enjoined “AT&T Terms“, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreementthe AT&T Terms. GTE and NEWSOUTH EZ Talk further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties agree to immediately apply any affected terms and conditions, including any in other sections Sections and articles Articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH EZ Talk acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH agrees then the Parties agree that they will reopen negotiations within ten (10) days after receipt of the final decision making such deletion or modification in order to attempt to craft the new provision that will provide substantially the same protections to GTE and EZ Talk as this Section 45. If the Parties cannot reach agreement on such a provision within twenty (20) calendar days thereafter, the Parties agree that this entire Agreement is void and will not become effective, and NEWSOUTH EZ Talk agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court). In such event, each Party shall have twenty-five (25) days following the close of the twenty (20)-day negotiation period within which to file a petition for arbitration before the Commission under Section 252(e) of the Telecommunications Act of 1996 of the issues that remain in dispute under this Section.

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“AT&T”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-9699-478AA-001. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Terms“”) were excluded from the AT&T Agreement by the Commission in Docket No. 9699-478AA-001. GTE and NEWSOUTH Omniplex agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “GTE Terms“ Terms for all stayed and enjoined “AT&T Terms“, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH Omniplex further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH Omniplex acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH Omniplex agrees that this entire Agreement is void and will not become effective, and NEWSOUTH Omniplex agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 48B (the “AT&T "GTE Terms“") were taken may be replaced by the rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 48A (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 48A (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of GSCOMM's election to replace the specified “GTE Terms” with the specified “) were excluded from AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH GSCOMM agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH GSCOMM further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 98-96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s 's First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4948. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH GSCOMM acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s 's First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4948, NEWSOUTH GSCOMM agrees that this entire Agreement is void and will not become effective, and NEWSOUTH XXXXXX agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-96-478. The rates), terms and conditions not included in this Agreement but referenced respectively, that are specified in Appendix 49B 46A (the “GTE "AT&T Terms“") were excluded from if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket No. 96-478. The rates, terms and conditions that are specified in Appendix 46A (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of DSL's election to replace the specified “GTE Terms” with the specified “AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission and effective. GTE and NEWSOUTH DSL agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH DSL further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4946. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the “AT&T Terms Terms” are affected by such action and GTE determines they cannot be consistently applied therewith, the “GTE Terms Terms” shall apply. NEWSOUTH DSL acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4946, NEWSOUTH DSL agrees that this entire Agreement is void and will not become effective, and NEWSOUTH DSL agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket No. P-96960847-478TP. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Verizon Terms“”) were excluded from the AT&T Agreement by the Commission in Docket No. 96960847-478TP. GTE Verizon and NEWSOUTH Empire agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Verizon Terms“ ” for all stayed and enjoined “AT&T Terms“”, and such amendments shall be effective retroactive either to the Effective Date of this AgreementAgreement or to the Effective Date of the amendment, whichever the authority ordering said amendment deems applicable. GTE Verizon and NEWSOUTH Empire further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties agree to immediately apply amend any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE Verizon determines they cannot be consistently applied therewith, the GTE Verizon Terms shall apply. NEWSOUTH Empire acknowledges that GTE Verizon may seek to enforce such action before a commission or court of competent jurisdiction. GTE Verizon does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Verizon Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTEVerizon's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE Verizon costs (including GTEVerizon's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH agrees that this entire Agreement is void and will not become effective, and NEWSOUTH agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 45B (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 45B (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of JTC’s election to replace the specified “GTE Terms” with the specified “) were excluded from AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH JTC agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH JTC further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH JTC acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH JTC agrees that this entire Agreement is void and will not become effective, and NEWSOUTH JTC agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the “AT&T Agreement”), respectively, that are specified in Appendix 45B (the “AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions that are specified in Appendix 45B, the AT&T Terms, shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of Buy-Tel's election to replace the “specified GTE Terms with the specified AT&T Terms“) were excluded from , which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective (the ”Effective Date”). GTE and NEWSOUTH Buy-Tel agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “the GTE Terms“ Terms for all stayed and or enjoined “AT&T Terms“, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreementthe AT&T Terms. GTE and NEWSOUTH Buy-Tel further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties agree to immediately apply any affected terms and conditions, including any in other sections Sections and articles Articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH Buy-Tel acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH agrees then the Parties agree that they will reopen negotiations within ten (10) days after receipt of the final decision making such deletion or modification in order to attempt to craft the new provision that will provide substantially the same protections to GTE and Buy-Tel as this Section 45. If the Parties cannot reach agreement on such a provision within twenty (20) calendar days thereafter, the Parties agree that this entire Agreement is void and will not become effective, and NEWSOUTH Buy-Tel agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court). In such event, each Party shall have twenty-five (25) days following the close of the twenty (20)-day negotiation period within which to file a petition for arbitration before the Commission under Section 252(e) of the Telecommunications Act of 1996 of the issues that remain in dispute under this Section.

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 44B (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions not included in this Agreement but referenced that are specified in Appendix 49B 44B (the “AT&T Terms”) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of EZ-TEL's election to replace the specified “GTE Terms” with the specified “) were excluded from AT&T Terms”, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH EZ-TEL agree that th if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and or enjoined “AT&T Terms“”, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreement. the “AT&T Terms.” GTE and NEWSOUTH EZ-TEL further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4944. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH EZ-TEL acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-true- up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ ” are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4944, NEWSOUTH EZ-TEL agrees that this entire Agreement is void and will not become effective, and NEWSOUTH EZ-TEL agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the “AT&T Agreement”), respectively, that are specified in Appendix 45B (the “AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions that are specified in Appendix 45B, the AT&T Terms, shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of Prepaid's election to replace the “specified GTE Terms with the specified AT&T Terms“) were excluded from , which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective (the ”Effective Date”). GTE and NEWSOUTH Prepaid agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “the GTE Terms“ Terms for all stayed and or enjoined “AT&T Terms“, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreementthe AT&T Terms. GTE and NEWSOUTH Prepaid further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4945. The Parties agree to immediately apply any affected terms and conditions, including any in other sections Sections and articles Articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH Prepaid acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4945, NEWSOUTH agrees then the Parties agree that they will reopen negotiations within ten (10) days after receipt of the final decision making such deletion or modification in order to attempt to craft the new provision that will provide substantially the same protections to GTE and Prepaid as this Section 45. If the Parties cannot reach agreement on such a provision within twenty (20) calendar days thereafter, the Parties agree that this entire Agreement is void and will not become effective, and NEWSOUTH Prepaid agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court). In such event, each Party shall have twenty-five (25) days following the close of the twenty (20)-day negotiation period within which to file a petition for arbitration before the Commission under Section 252(e) of the Telecommunications Act of 1996 of the issues that remain in dispute under this Section.

Amendment of Certain Rates, Terms and Conditions. The rates, terms and conditions in this Agreement that are specified in Appendix 49A (the “AT&T Terms“”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement) approved by the Commission in Docket Case No. P-9696-478AB-005. The rates, terms and conditions not included in this Agreement but referenced in Appendix 49B (the “GTE Terms“”) were excluded from the AT&T Agreement by the Commission in Docket Case No. 96-478AB-005. GTE and NEWSOUTH NorthPoint agree that if the “AT&T Terms“ ” are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ ” or, as appropriate, the substitution of “GTE Terms“ ” for all stayed and enjoined “AT&T Terms“”, and such amendments shall be effective retroactive to the Effective Date of this Agreement. GTE and NEWSOUTH NorthPoint further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 96No.96-98. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actions”). To the extent warranted by any such action, the Parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 49. The Parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the “AT&T Terms Terms” are affected by such action and GTE determines they cannot be consistently applied therewith, the “GTE Terms Terms” shall apply. NEWSOUTH NorthPoint acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ ” and the “AT&T Terms“ are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 49, NEWSOUTH NorthPoint agrees that this entire Agreement Section 49 is void and will not become effective, and NEWSOUTH NorthPoint agrees to withdraw this Agreement Section 49 from consideration by the Commission (or any other commission or federal or state court).

Amendment of Certain Rates, Terms and Conditions. The Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions in this Agreement that are specified in Appendix 49A 00X (xxx "XXX Xxxxx") may be replaced by the “AT&T Terms“) were taken rates, terms and conditions from the GTE/AT&T Interconnection, Resale and Unbundling Agreement (the AT&T Agreement), respectively, that are specified in Appendix 48A (the "AT&T Terms") approved if and when the AT&T Agreement becomes effective after approval by order of the Commission in Docket Case No. P-9696-478. The rates, terms and conditions that are specified in Appendix 48A (the AT&T Terms) shall not included in take effect for purposes of this Agreement but referenced in Appendix 49B until thirty (30) days following GTE's receipt of written notice of LONE STAR's election to replace the “GTE specified”GTE Terms“) were excluded from ” with the specified AT&T Terms, which notice may be given no earlier than the date the AT&T Agreement is approved by the Commission in Docket No. 96-478and effective. GTE and NEWSOUTH LONE STAR agree that if the “AT&T Terms“ Terms are deemed to be unlawful, or are stayed, enjoined or otherwise modified, in whole or in part, by a court or commission of competent jurisdiction, then this Agreement shall be deemed to have been amended accordingly, by modification of the “AT&T Terms“ Terms or, as appropriate, the substitution of “GTE Terms“ Terms for all stayed and or enjoined “AT&T Terms“, and such amendments amendment shall be effective retroactive to the Effective Date of this Agreementthe AT&T Terms. GTE and NEWSOUTH LONE STAR further agree that the terms and conditions of this Agreement reflect certain requirements of the FCC's First Report and Order in CC Docket No. 9698-9896-. The terms and conditions of this Agreement shall be subject to any and all actions by any court or other governmental authority that invalidate, stay, vacate or otherwise modify the FCC’s First Report and Order, in whole or in part (“actionsaction”). To the extent warranted by any such action, the Parties parties agree that this Agreement shall be deemed to have been modified accordingly as in the first paragraph of this Section 4948. The Parties parties agree to immediately apply any affected terms and conditions, including any in other sections and articles of this Agreement, Agreement consistent with such action, and within a reasonable time incorporate such modified terms and conditions in writing into the Agreement. If the AT&T Terms are affected by such action and GTE determines they cannot be consistently applied therewith, the GTE Terms shall apply. NEWSOUTH LONE STAR acknowledges that GTE may seek to enforce such action before a commission or court of competent jurisdiction. GTE does not waive any position regarding the illegality or inappropriateness of the FCC’s First Report and Order. The rates, terms and conditions (including rates which may be applicable under true-up) specified in both the “GTE Terms“ Terms and the “AT&T Terms“ Terms are further subject to amendment, retroactive to the Effective Date of the Agreement, to provide for charges or rate adjustments resulting from future Commission or other proceedings, including but not limited to any generic proceeding to determine GTE's unrecovered costs (e.g., historic costs, contribution, undepreciated reserve deficiency, or similar unrecovered GTE costs (including GTE's end user surcharge)), the establishment of a competitively neutral universal service system, or any appeal or other litigation. If the Commission (or any other commission or federal or state court) in reviewing this Agreement pursuant to applicable state and or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4948, NEWSOUTH LONE STAR agrees that this entire Agreement is void and will not become effective, and NEWSOUTH LONE STAR agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).