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

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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 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 “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 EZ-TEL agree 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and 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 (“action”). 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 44. 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. 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 44, EZ-TEL agrees that this entire Agreement is void and will not become effective, and 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 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 00X (xxx "XXX Xxxxx") may be replaced 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 41A (the “AT&T Terms”) were taken from the GTE/AT&T Interconnection, Resale and Unbundling Agreement arbitration decision (the “AT&T Agreement), respectively, that are specified in Appendix 44B (the "AT&T Terms"Arbitration”) if and when the AT&T Agreement becomes effective after approval approved by order of the Commission in Case No. 96-478AB-005. The rates, terms and conditions that are specified rates not included in this Agreement but referenced in Appendix 44B 41B (the “AT&T GTE Terms”) shall were 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 “AT&T Terms”, which notice may be given no earlier than the date accepted in the AT&T Agreement is approved Arbitration by the Commission and effectivein Case No.96-AB-005. GTE and EZ-TEL USX agree th 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 or and enjoined “AT&T Terms”, and such amendment amendments shall be effective retroactive to the Effective Date of this Agreement. GTE reserves all rights to challenge the “lawfulness of the AT&T Terms.” GTE and EZ-TEL . 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 (“actionactions”). 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 4441. The 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. 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 rates (including rates which may be applicable under true- 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 or and federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any a material way this Section 4441, EZ-TEL 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 EZeach Party shall have 25 days following the close of the 20-TEL agrees 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 that are specified in Appendix 00X 48B (xxx the "XXX XxxxxGTE Terms") 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 44B 48A (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELCOMM SOUTH's election to replace the specified “GTE 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 EZ-TEL COMM SOUTH agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” . GTE and EZ-TEL 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 (“action”). 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 4448. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4448, EZ-TEL COMM SOUTH agrees that this entire Agreement is void and will not become effective, and EZ-TEL 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 46B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478Commission. The rates, terms and conditions that are specified in Appendix 44B 46B (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-TELRECONEX'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 EZ-TEL RECONEX agree th that if the “AT&T Terms” are deemed to be unlawful, unlawfu 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and EZ-TEL RECONEX 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 (“action”). 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 44. 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. 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 44, EZ-TEL agrees that this entire Agreement is void and will not become effective, and EZ-TEL agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).Docket

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 that are specified in Appendix 00X 45A (xxx "XXX Xxxxx") may xxx 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 44B 45B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 962180-478MA-100. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELUSTELCOM'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 EZ-TEL USTELCOM agree th 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 or enjoined “"AT&T Terms”", and such amendment shall be effective retroactive to the Effective Date of the “"AT&T Terms.” GTE and 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 (“action”). 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 44. 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. 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 44, EZ-TEL agrees that this entire Agreement is void and will not become effective, and 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 45B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TEL's JTC’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 EZ-TEL JTC agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and EZ-TEL 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 (“action”). 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 4445. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZ-TEL JTC agrees that this entire Agreement is void and will not become effective, and EZ-TEL 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 that are specified in Appendix 00X 48B (xxx the "XXX XxxxxGTE Terms") 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 44B 48A (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELGSCOMM'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 EZ-TEL GSCOMM agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and EZ-TEL 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 (“action”). 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 4448. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4448, EZ-TEL GSCOMM agrees that this entire Agreement is void and will not become effective, and EZ-TEL 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 45B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELPCS'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 EZ-TEL PCS agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and EZ-TEL 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 (“action”). 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 4445. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZ-TEL PCS agrees that this entire Agreement is void and will not become effective, and EZ-TEL 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 45B (the "“AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B (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 EZ-TELPrepaid's election to replace the specified “GTE Terms” 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 effectiveeffective (the ”Effective Date”). GTE and EZ-TEL Prepaid agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” . GTE and EZ-TEL 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 (“action”). 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 4445. The parties Parties agree to immediately apply any affected terms and conditions, including any in other sections Sections and articles 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZ-TEL 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 EZ-TEL 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 Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions that are specified in Appendix 00X 45A (xxx the "XXX XxxxxGTE Terms") 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 44B 45B (the "“AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B (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 EZ-TELEZ Talk's election to replace the specified “GTE Terms” 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 effectiveeffective (the ”Effective Date”). GTE and EZ-TEL EZ Talk agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” . GTE and EZ-TEL 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 (“action”). 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 4445. The parties Parties agree to immediately apply any affected terms and conditions, including any in other sections Sections and articles 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZ-TEL 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 EZ-TEL 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 Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 45B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELKCC'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 EZ-TEL KCC agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and EZ-TEL 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 (“action”). 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 4445. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZ-TEL KCC agrees that this entire Agreement is void and will not become effective, and EZ-TEL 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 48A (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELLONE STAR's election to replace the specified “GTE 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 EZ-TEL LONE STAR agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” . GTE and EZ-TEL 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 (“action”). 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 4448. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4448, EZ-TEL LONE STAR agrees that this entire Agreement is void and will not become effective, and EZ-TEL LONE STAR 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 45B (the "“AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B (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 EZBuy-TELTel's election to replace the specified “GTE Terms” 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 effectiveeffective (the ”Effective Date”). GTE and EZBuy-TEL Tel agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” . GTE and EZBuy-TEL 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 (“action”). 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 4445. The parties Parties agree to immediately apply any affected terms and conditions, including any in other sections Sections and articles 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. EZBuy-TEL 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” 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZthen 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 agrees 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 EZBuy-TEL 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 that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 48A (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 48A (the “AT&T Terms”AAT&T Terms@) shall not take effect for purposes of this Agreement until thirty (30) days following GTE's receipt of written notice of EZ-TELANNOX's election to replace the specified “GTE Terms” XXXX Terms@ with the specified “AT&T Terms”AAT&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 EZ-TEL ANNOX agree th 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 or enjoined “AT&T Terms”AAT&T Terms@, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” AAT&T Terms.@ GTE and EZ-TEL 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 (“action”Aaction@). 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 4448. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4448, EZ-TEL ANNOX agrees that this entire Agreement is void and will not become effective, and EZ-TEL 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 Parties agree as follows with respect to modification of the rates, terms and conditions initially provided for herein: The rates, terms and conditions that are specified in Appendix 00X (xxx "XXX Xxxxx") 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 44B 45B (the "AT&T Terms") if and when the AT&T Agreement becomes effective after approval by order of the Commission in Case No. 96-478. The rates, terms and conditions that are specified in Appendix 44B 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 EZ-TELNEW PHONE'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 EZ-TEL NEW PHONE agree th 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 or enjoined “AT&T Terms”, and such amendment shall be effective retroactive to the Effective Date of the “AT&T Terms.” GTE and EZ-TEL 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 (“action”). 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 4445. 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. EZ-TEL 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- 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 or federal laws, including Section 252(e) of the Telecommunications Act of 1996, deletes or modifies in any way this Section 4445, EZ-TEL NEW PHONE agrees that this entire Agreement is void and will not become effective, and EZ-TEL NEW PHONE agrees to withdraw this Agreement from consideration by the Commission (or any other commission or federal or state court).