Common use of SCOPE AND INTENT OF AGREEMENT Clause in Contracts

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-Tel. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel PCS of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelPCS. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum including future arbitrations between the Parties pursuant to negotiations for subsequent resale agreements addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel PCS agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's The Parties’ execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel PCS by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NEN of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNEN, the purchase by NEN of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NEN in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Michigan Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NEN agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NEN by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective networks and access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel XXX of certain telecommunications services provided by GTE in its franchise those service areas where GTE is the "incumbent local exchange carrier" in accordance with Section 251(h) of the Act for resale by Buy-TelXXX, the purchase by XXX of certain unbundled network elements from GTE, and the terms and conditions of the collocation of certain equipment of XXX in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Oregon Public Service Utility Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s 's cost recovery covered in this Agreement. Buy-Tel XXX agrees to negotiate reciprocal nondiscriminatory terms and conditions with GTE based on this Agreementfor the provision of services and facilities to GTE. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel XXX by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other final judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. GTE will provide notification to XXX before such a tariff becomes effective, and XXX may provide input on such proposed tariff. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreementagreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by BuyEZ-Tel TEL of certain telecommunications services provided by GTE in its franchise areas for resale by BuyEZ-TelTEL, the purchase by EZ-TEL of certain Unbundled Network Elements from GTE, an the terms and conditions of the collocation of certain equipment of EZ-TEL in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. BuyEZ-Tel TEL agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to BuyEZ-Tel TEL by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NAS of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNAS, the purchase by NAS of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NAS in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NAS agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NAS by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end user customers, and reciprocal access to their poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel Hyperion of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelHyperion, the purchase by Hyperion of certain unbundled network elements from GTE, and the terms and conditions of the collocation of certain equipment of Hyperion in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "“Commission"”) for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel Hyperion by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by GTE file a tariff which becomes effective reflecting a Commission order or by Orderdirective, including any modifications resulting from other Commission proceedingsjudicial review, federal court review or other judicial actiongovernmental action instituting rates, terms or conditions, which if applied to the scope of this Agreement would modify a provision of this Agreement in one or more material respects, then the order or tariff shall modify this Agreement as of the effective date of the order or tariff, and unless otherwise specified herein, the parties will work together in good faith to incorporate such modifications will be deemed to automatically supersede any rates and in the rates, terms and conditions of this Agreement. The Parties Notwithstanding any provision in this Agreement, GTE’s right to develop and to price retail services in its sole and exclusive discretion (including the filing of tariffs associated with retail services) shall cooperate with one another for the purpose be unrestricted by this Agreement. GTE and Hyperion shall use their best efforts to obtain approval of incorporating required modifications into this contract by any regulatory body having jurisdiction over this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NEWSOUTH of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNEWSOUTH, the purchase by NEWSOUTH of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NEWSOUTH in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NEWSOUTH agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NEWSOUTH by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end- user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NorthPoint of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNorthPoint, the purchase by NorthPoint of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NorthPoint in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Illinois Commerce Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NorthPoint agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NorthPoint by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel Tallgrass of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelTallgrass, the purchase by Tallgrass of certain unbundled network elements from GTE, and the terms and conditions of the collocation of certain equipment of Tallgrass in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Wisconsin Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s ? s cost recovery covered in this Agreement. Buy-Tel agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ? s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. Tallgrass agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. The services and facilities to be provided to Buy-Tel Tallgrass by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified hereinspecified, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. GTE will provide notification to Tallgrass before such a tariff becomes effective. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreementagreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel Prepaid of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelPrepaid. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel Prepaid agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel Prepaid by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel TELECONEX of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelTELECONEX. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel TELECONEX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel TELECONEX by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel LONE STAR of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelLONE STAR. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel LONE STAR agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel LONE STAR by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel QTC of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelQTC, the purchase by QTC of certain Unbundled Network Elements from GTE, and the terms and conditions the collocation of certain equipment of QTC in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public KentuckyPublic Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel QTC agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel QTC by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel TOUCHTONE of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelTOUCHTONE, the purchase by TOUCHTONE of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of TOUCHTONE in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel XXXXXXXXX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel TOUCHTONE by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel Pathnet of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelPathnet, the purchase by Pathnet of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of Pathnet in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel Pathnet agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel Pathnet by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel COMM SOUTH of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelCOMM SOUTH. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. , This Agreement will be submitted to the Kentucky Public Service Illinois Commerce Commission (the "“Commission"”) for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel COMM XXXXX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel COMM SOUTH by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. , The Parties shall cooperate with one another for the purpose of incorporating required modifications into this AgreementA g r e e m e n t .

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NEN of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNEN, the purchase by NEN of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NEN in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NEN agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NEN by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel JTC of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelJTC. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel JTC agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel JTC by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel COMM SOUTH of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelCOMM SOUTH. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel COMM XXXXX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel COMM SOUTH by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel Empire of certain telecommunications services provided by GTE Verizon in its franchise areas for resale by Buy-TelEmpire, the purchase by Empire of certain Unbundled Network Elements from Verizon, and the terms and conditions of the collocation of certain equipment of Empire in the premises of Verizon. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including without limitation matters related to the same types of arrangements and/or matters related to GTEVerizon’s cost recovery covered in this Agreement. Buy-Tel Empire agrees to negotiate reciprocal terms and conditions with GTE Verizon based on this AgreementAgreement to the extent required by the Act. GTE's Neither Party’s execution of this Agreement is not to be deemed a concession or waiver in any manner concerning its of any issue related to or arising from this Agreement, including without limitation, Verizon’s position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The Some of the services and facilities to be provided to Buy-Tel Empire by GTE in satisfaction of Verizon under this Agreement may be provided provided, in whole or part, pursuant to GTE existing Verizon tariffs and then current practices(“Tariffed Services”). Should such services and facilities be modified by tariff or by OrderSubsequent to the Effective Date of this Agreement, including any modifications resulting from other Commission proceedings, federal court review or other judicial actionVerizon shall have the right to modify the portions of its existing tariffs that apply to Tariffed Services, and unless otherwise specified hereinupon written notice to Empire, such modifications will be deemed shall automatically apply to automatically supersede any rates and terms and conditions of this Agreementthe Tariffed Services. The Parties shall cooperate with one another for the purpose of incorporating required such modifications into this Agreement to the extent reasonably necessary or appropriate. Notwithstanding the foregoing, except as otherwise specifically provided in this Article I: (a) unless otherwise ordered by the Commission pursuant to Applicable Law and not at the request of either Party, Verizon shall not have the right to file tariffs for services and facilities that supersede the terms and conditions of this Agreement if the services and/or facilities were not previously provided to Empire pursuant to tariff hereunder; and (b) the Parties shall have the right to modify the terms of the Verizon tariffs applicable to Tariffed Services provided under this Agreement, as reasonably necessary or appropriate to fulfill their obligations under the Act or applicable rules and regulations in connection with the implementation of this Agreement. This section shall apply only to Empire and shall not be construed as applying to any non-parties. In the event of any conflict between any Verizon tariff and the rates, terms and conditions of this Agreement, this Agreement shall control.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel GSCOMM of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelGSCOMM. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel XXXXXX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel GSCOMM by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, and to the extent required by the Act, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel Lakeland of certain telecommunications services provided by GTE Tel USA in its franchise areas for resale by Buy-TelLakeland, the purchase by Lakeland of certain Unbundled Network Elements from Tel USA, and the terms and conditions of the collocation of certain equipment of Lakeland in the premises of Tel USA. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission of Wisconsin (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTETel USA’s cost recovery covered in this Agreement. Buy-Tel Lakeland agrees to negotiate reciprocal terms and conditions with GTE Tel USA based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of and to the rates, terms and conditions contained herein are unlawful, illegal and improperextent required by the Act. The services and facilities to be provided to Buy-Lakeland by Tel by GTE USA in satisfaction of this Agreement may be provided pursuant to GTE Tel USA tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement. If a service and rate are specifically set forth in the terms of this agreement, and there exists a conflict between that service and rate set forth in this agreement, and a service and rate set forth in a Tel USA tariff, the terms of this Agreement shall prevail.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NEN of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNEN, the purchase by NEN of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NEN in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Michigan Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel XXX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NEN by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel US Dial Tone of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelUS Dial Tone, the purchase by US Dial Tone of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of US Dial Tone in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel US Dial Tone agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel US Dial Tone by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel SETI of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelSETI, the purchase by SETI of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of SETI in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel SETI agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel SETI by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel SMOKESIGNAL of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelSMOKESIGNAL. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel XXXXXXXXXXX agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel SMOKESIGNAL by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NT of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNT, the purchase by NT of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NT in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NT agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NT by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel SMOKESIGNAL of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelSMOKESIGNAL. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel SMOKESIGNAL agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel SMOKESIGNAL by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel TOUCHTONE of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelTOUCHTONE, the purchase by TOUCHTONE of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of TOUCHTONE in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel TOUCHTONE agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel TOUCHTONE by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights- of-way. This Agreement also governs the purchase by Buy-Tel MEBTEL of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelMEBTEL, the purchase by MEBTEL of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of MEBTEL in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service North Carolina Utilities Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s 's cost recovery covered in this Agreement. Buy-Tel MEBTEL agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel MEBTEL by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel US Dial Tone of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelUS Dial Tone, the purchase by US Dial Tone of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of US Dial Tone in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel US Xxxx Xxxx agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel US Dial Tone by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel Phone Michigan of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelPhone Michigan, the purchase by Phone Michigan of certain unbundled network elements from GTE, and the terms and conditions of the collocation of certain equipment of Phone Michigan in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Michigan Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel Phone Michigan agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. The services and facilities to be provided to Phone Michigan by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs. Such tariffs will not supersede or change terms, conditions and prices of this Agreement. However, Phone Michigan may, at its choice, avail itself of the terms of any tariffs filed by GTE that are more favorable than the terms, conditions, and prices of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this agreement. Notwithstanding these commitments, the Parties agree that their entrance into this Agreement is without prejudice to any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements covered in this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel by GTE in satisfaction Phone Michigan’s execution of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff is not a concession or by Orderwaiver in any manner concerning its position that certain of the rates, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreementcontained herein are unlawful, illegal and improper.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel DSL of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelDSL, the purchase by DSL of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of DSL in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel DSL agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel DSL by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement. GTE’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel US Dial Tone of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelUS Dial Tone, the purchase by US Dial Tone of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of US Dial Tone in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Illinois Commerce Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel US Xxxx Xxxx agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's ’s execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel US Dial Tone by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for the purchase of certain telecommunication services. This Agreement also governs the purchase by Buy-Tel EZ Talk of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelEZ Talk. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel EZ Talk agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel EZ Talk by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.

SCOPE AND INTENT OF AGREEMENT. Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the purchase exchange of certain telecommunication servicestraffic between their respective end-user customers, and reciprocal access to poles, ducts, conduits and rights-of-way. This Agreement also governs the purchase by Buy-Tel NEN of certain telecommunications services provided by GTE in its franchise areas for resale by Buy-TelNEN, the purchase by NEN of certain Unbundled Network Elements from GTE, and the terms and conditions of the collocation of certain equipment of NEN in the premises of GTE. This Agreement is an integrated package that reflects a balancing of interests critical to the Parties. This Agreement will be submitted to the Kentucky Nebraska Public Service Commission (the "Commission") for approval. The Parties agree that their entrance into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to GTE’s cost recovery covered in this Agreement. Buy-Tel NEN agrees to negotiate reciprocal terms and conditions with GTE based on this Agreement. GTE's execution of this Agreement is not a concession or waiver in any manner concerning its position that certain of the rates, terms and conditions contained herein are unlawful, illegal and improper. The services and facilities to be provided to Buy-Tel NEN by GTE in satisfaction of this Agreement may be provided pursuant to GTE tariffs and then current practices. Should such services and facilities be modified by tariff or by Order, including any modifications resulting from other Commission proceedings, federal court review or other judicial action, and unless otherwise specified herein, such modifications will be deemed to automatically supersede any rates and terms and conditions of this Agreement. The Parties shall cooperate with one another for the purpose of incorporating required modifications into this Agreement.