Common use of Replacement Arrangements Clause in Contracts

Replacement Arrangements. 4.1 Where Verizon is permitted to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, or UNE DS3 Dedicated Transport (each of the foregoing, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE and has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the applicable Embedded Base Transition Deadline, then Verizon may disconnect the subject Discontinued UNE with 90 days written notice to Customer immediately following or any time after the applicable Embedded Base Transition Deadline. 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 above, Verizon, in its sole discretion, may elect to perform one of thefollowing. 4.2.1 Convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon identifies under (a) or (b) preceding, the “Replacement Terms”). 4.3 Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR and take such other action that may be needed to implement such requirements.

Replacement Arrangements. 4.1 Where Verizon is permitted to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, or UNE DS3 Dedicated Transport (each of the foregoing, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE and has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the applicable Embedded Base Transition Deadline, then Verizon may disconnect the subject Discontinued UNE with 90 days written notice to Customer immediately following or any time anytime after the applicable Embedded Base Transition Deadline. 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 above, Verizon, in its sole discretion, may elect to perform one of thefollowing.the following 4.2.1 Convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies Verizonidentifies in writing to Customer. 4.2.2 In lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies Verizonidentifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon identifies under (a) or (b) preceding, the “Replacement Terms”).; 4.3 4.2.3 Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR and take such other action that may be needed to implement such requirements.

Replacement Arrangements. 4.1 Where Verizon is permitted to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, or UNE DS3 Dedicated Transport (each of the foregoing, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE and has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the applicable Embedded Base Transition Deadline, then Verizon may disconnect disconnect, upon ninety (90) days notice to Customer, the subject Discontinued UNE with 90 days written notice to Customer immediately following or any time anytime after the applicable Embedded Base Transition Deadline. 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 abovein the foregoing circumstances, Verizon, in its sole discretion, may elect to perform one of thefollowing. 4.2.1 Convert to: (a) convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In , or (b) in lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate rate, on a prospective basis (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon identifies under (a) or (b) preceding, the “Replacement Terms”). 4.3 . Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR and take such other action that may be needed to implement such requirements.

Replacement Arrangements. 4.1 Where Verizon is permitted (or has been permitted) to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, under the Amended Agreement or UNE DS3 Dedicated Transport an applicable Verizon Tariff referenced in the Agreement independent of this Amendment (each of the foregoingsuch UNE, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer (i) has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE UNE, and (ii) has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the end of the applicable Embedded Base Transition Deadlinetransition period, then Verizon may disconnect the subject Discontinued UNE with 90 days ninety (90) days’ prior written notice to Customer immediately following or any time after Customer, which notice may be given (if not already given prior to the Amendment Effective Date) as early as ninety (90) days in advance of the end of the applicable Embedded Base Transition Deadlinetransition period so as to be effective as of the end of the applicable transition period. For the avoidance of any doubt, this Section does not authorize Verizon to disconnect any alternative arrangement that Customer has separately secured or that Verizon has notified Customer will replace the Discontinued UNE (Verizon's right to disconnect such alternative arrangement (e.g., for non-payment) being governed by the terms of the alternative arrangement (e.g., Verizon's access Tariff, where applicable). 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 abovein the foregoing circumstances, Verizon, in its sole discretiondiscretion and with ninety (90) days advanced notice referenced in Section 4.1 (for the avoidance of any doubt, Verizon already provided such notice prior to the Amendment Effective Date with respect to Discontinued DS1/DS3 Dedicated Transport and UNE Analog Loops), may elect to perform one apply any of thefollowing. 4.2.1 Convert the following until such time as Verizon elects to disconnect the Discontinued UNE: (a) convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company Customer then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In , or (b) in lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon identifies under (a) or (b) preceding, the “Replacement Terms”). In the event Replacement Terms take effect under this Section and Customer then orders or requests an alternative arrangement available under a Verizon access Tariff or commercial agreement for the Discontinued UNE, and if such order or request results in the Discontinued UNE being subscribed to the alternative arrangement, then the applicable terms of such alternative arrangement shall apply upon the effective date of such subscription. 4.3 Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR ASR, if applicable, and take such other action that may be needed to implement such requirements.

Replacement Arrangements. 4.1 Where Verizon is permitted to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, or UNE DS3 Dedicated Transport (each of the foregoing, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE and has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the applicable Embedded Base Transition Deadline, then Verizon may disconnect the subject Discontinued UNE with 90 days written without further notice to Customer immediately following or any time anytime after the applicable Embedded Base Transition Deadline. 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 abovein the foregoing circumstances, Verizon, in its sole discretion, may elect to perform one of thefollowing. 4.2.1 Convert to: (a) convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In , or (b) in lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon identifies under (a) or (b) preceding, the “Replacement Terms”). 4.3 ; provided, however, that Verizon may disconnect the subject Discontinued UNE (or the replacement service to which the Discontinued UNE has been converted) if Customer fails to pay when due any applicable new rate or surcharge billed by Verizon. Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR and take such other action that may be needed to implement such requirements.

Replacement Arrangements. 4.1 Where Verizon is permitted to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, or UNE DS3 Dedicated Transport (each of the foregoing, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”)LSR ASR , as appropriate, to Verizon requesting disconnection of the Discontinued UNE and has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the applicable Embedded Base Transition Deadline, then Verizon may disconnect the subject Discontinued UNE with 90 days Verizon, upon written notice to Customer immediately following or any time after the applicable Embedded Base Transition Deadline. 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 above, Verizon, in its sole discretionCustomer, may elect to perform one of thefollowing. 4.2.1 Convert to: (a) convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In , or (b) in lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement provided, however, that Verizon identifies under may disconnect the subject Discontinued UNE (aor the replacement service to which the Discontinued UNE has been converted) if Customer fails to pay when due any applicable new rate or (b) preceding, the “Replacement Terms”). 4.3 surcharge billed by Verizon. Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR and take such other action that may be needed to implement such requirements. 4.2 [Intentionally omitted.]

Replacement Arrangements. 4.1 10.1 Where Verizon is permitted (or has been permitted) to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, under the Amended Agreement or UNE DS3 Dedicated Transport an applicable Verizon Tariff referenced (each whether specifically or by general reference to a "tariff" or 'tariffs") in the Agreement independent of the foregoingthis Amendment (such UNE, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer (i) has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE UNE, and (ii) has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the end of the applicable Embedded Base Transition Deadlinetransition period, then Verizon may disconnect the subject Discontinued UNE with 90 days ninety (90) days’ prior written notice to Customer immediately following or any time after Customer, which notice may be given as early as ninety (90) days in advance of the end of the applicable Embedded Base Transition Deadlinetransition period so as to be effective as of the end of the applicable transition period. For the avoidance of any doubt, this Section does not authorize Verizon to disconnect any alternative arrangement that Customer has separately secured to replace the Discontinued UNE or that Verizon has notified Customer will replace the Discontinued UNE (Verizon's right to disconnect such alternative arrangement (e.g., for non-payment) being governed by the terms of the alternative arrangement (e.g., Xxxxxxx's access Tariff, where applicable). 4.2 10.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 abovein the foregoing circumstances, Verizon, in its sole discretiondiscretion and with ninety (90) days advanced notice referenced in Section 10.1 (for the avoidance of any doubt, Verizon already provided such notice prior to the Amendment Effective Date with respect to certain Discontinued UNEs), may elect to perform one apply any of thefollowing. 4.2.1 Convert the following until such time as Verizon elects to disconnect the Discontinued UNE: (a) convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In , or (b) in lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon Xxxxxxx identifies under (a) or (b) preceding, the “Replacement Terms”). In the event Replacement Terms take effect under this Section and Customer then orders or requests an alternative arrangement available under a Verizon access Tariff or commercial agreement for the Discontinued UNE, and if such order or request results in the Discontinued UNE being subscribed to the alternative arrangement, then the applicable terms of such alternative arrangement shall apply upon the effective date of such subscription. 4.3 10.3 Without limiting Verizon's ’s rights or Customer's ’s obligations under this Section 410, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 10 and shall promptly submit any LSR or ASR ASR, if applicable, and take such other action that may be needed to implement such requirements. 10.4 To the extent commercially reasonable, Customer will endeavor to provide a forecast of the total number of Discontinued UNEs it plans to migrate to an alternate product or service. If requested by Verizon due to high volumes, Customer shall work with Verizon to establish mutually agreed daily order volume parameters and make a reasonable effort to affect a timely and orderly migration by the end of the applicable transition period; provided, however, that nothing in this Section or any alleged breach thereof may be cited or interpreted as requiring Verizon to extend any applicable transition period. 10.5 Upon request by Customer concerning a particular Discontinued UNE, Verizon (to the extent it has not already done so prior to execution of this Amendment) shall within 60 days provide a list that includes, as of the most recent data available in Verizon’s billing records the number of such Discontinued UNEs and addresses where such Discontinued UNEs are provisioned to Customer. Customer reserves all rights to dispute or otherwise challenge whether any UNE that Verizon identifies as a Discontinued UNE is in fact a Discontinued UNE under the terms of the Amended Agreement, and Verizon reserves all of its rights with respect to such dispute or challenge. 10.6 Notwithstanding any other provision of the Amended Agreement, any negotiations regarding any replacement arrangement or other facility or service that Verizon is not required to provide under Applicable Law shall be deemed not to have been conducted pursuant to 47 U.S.C. § 252(a)(1), or 47 C.F.R. Part 51, and shall not be subject to arbitration pursuant to 47 U.S.C. § 252(b). Any reference in this Amendment to Verizon's provision of a facility, service, or arrangement that Verizon is not required to provide under Applicable Law is solely for the convenience of the Parties and shall not be construed to require or permit arbitration of any rates, terms, or conditions for such facility, service, or arrangement pursuant to 47 U.S.C. § 252(b) or otherwise.