Common use of Miscellaneous Terms and Conditions Clause in Contracts

Miscellaneous Terms and Conditions. 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.

Miscellaneous Terms and Conditions. 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements Agreement prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements Agreement beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.

Miscellaneous Terms and Conditions. 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements Agreement/s prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements Agreement/s beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.

Miscellaneous Terms and Conditions. 11.1 Nothing (a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Release. (b) The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in this Release, and that this Release is not in violation of or in conflict with any other agreement of either party. (c) All covenants and warranties contained in this Amendment Release are contractual and shall survive the closing of this Release. (d) This Release shall be deemed: binding in all respects upon, and shall inure to the benefit of, the parties’ heirs, successors and assigns. (ae) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under This Release shall be governed by the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) internal laws of the Act to Commonwealth of Virginia, irrespective of the choice of law rules of any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or jurisdiction. (cf) to limit Should any right of Verizon under the Agreement (independent provision of this AmendmentRelease be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), any Verizon tariff above, is declared void or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendmentunenforceable, then Verizon (this Release shall be null and void and both parties shall be restored to the extent it has not already done so prior to positions that they occupied before the Release’s execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall addressmeaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which new orders Section 2(a) is declared unenforceable. (g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements. (h) This Release shall not be modified except in a writing signed by the parties. (i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No waiver of any breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this Release. (j) Headings are disallowed intended solely as a convenience and shall not control the meaning or interpretation of any transition period provision of this Release. (k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular. (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release. (m) Any party contesting the validity or enforceability of any term of this Release shall be required for to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law. (n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the embedded base meaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used. (o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action. (p) In any action relating to or arising from this Release, or involving its application, the party substantially prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and reasonable attorneys’ fees. If Executive is the substantially prevailing party, the Company shall pay such expenses within 60 days following the determination that he is the substantially prevailing party. (q) This Release may be executed in counterparts, or by copies transmitted by telecopier, all of which shall be at least 90 (ninety) days unless given the FCC requires a longer transition period for same force and effect as the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 aboveoriginal.

Miscellaneous Terms and Conditions. 11.1 Nothing (a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Release. (b) The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in this Release, and that this Release is not in violation of or in conflict with any other agreement of either party. (c) All covenants and warranties contained in this Amendment Release are contractual and shall survive the closing of this Release. (d) This Release shall be deemed: binding in all respects upon, and shall inure to the benefit of, the parties’ heirs, successors and assigns. (ae) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under This Release shall be governed by the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) internal laws of the Act to Commonwealth of Virginia, irrespective of the choice of law rules of any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or jurisdiction. (cf) to limit Should any right of Verizon under the Agreement (independent provision of this AmendmentRelease be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), any Verizon tariff above, is declared void or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendmentunenforceable, then Verizon (this Release shall be null and void and both parties shall be restored to the extent it has not already done so prior to positions that they occupied before the Release’s execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall addressmeaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which new orders Section 2(a) is declared unenforceable. (g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements. (h) This Release shall not be modified except in a writing signed by the parties. (i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No waiver of any breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this Release. (j) Headings are disallowed intended solely as a convenience and shall not control the meaning or interpretation of any transition period provision of this Release. (k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular. (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release. (m) Any party contesting the validity or enforceability of any term of this Release shall be required for to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law. (n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the embedded base meaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used. (o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action. (p) In any action relating to or arising from this Release, or involving its application, the party substantially prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and reasonable attorneys’ fees. (q) This Release may be executed in counterparts, or by copies transmitted by telecopier, all of which shall be at least 90 (ninety) days unless given the FCC requires a longer transition period for same force and effect as the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 aboveoriginal.

Miscellaneous Terms and Conditions. 11.1 Nothing contained 15.1 Each party agrees to hold in confidence and refrain from using, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Amendment Agreement. The restrictions set forth in the preceding sentence shall be deemednot apply to confidential information that a receiving party proves: (a) to obligate Verizon to offer was, at the time of disclosure hereunder, in the public domain or provide unbundled access to any UNE (whether as becomes at a stand-alone UNE, as part of a combination, or otherwise) that was not already later date reasonably available to Customer under the Agreements prior to this Amendment, public through no fault of the recipient; (b) was in the possession of recipient prior to obligate Verizon disclosure hereunder, as evidence by recipient’s written or tangible evidence: (c) was disclosed to offer recipient by a third party that has an independent right to disclose the information; (d) was independently developed by recipient as evidenced by competent proof; or provide unbundled access (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination of this Agreement and any extension thereof, for a period of three (3) years. 15.2 The parties hereto shall be deemed to have the status of independent contractors, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever. 15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by ▇. ▇▇▇▇▇ to an affiliated Company or any successor to its business. This Agreement shall inure to the benefit of, and be binding upon, the permitted assigns and successors of the parties hereto. 15.4 Any notice or request required or permitted to be given under or in connection with this Agreement shall be in writing and shall be deemed given only if delivered personally, sent by registered or certified mail, return receipt requested, or by overnight delivery service to the applicable address set forth above or such other address as a party may have specified in a notice duly given to the other party as provided herein, 15.5 This Agreement, including the Appendixes and exhibits attached hereto, and ▇. ▇▇▇▇▇’▇ purchase orders (and any future addenda, or amendments referencing this Agreement) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of any provision of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or ▇. ▇▇▇▇▇’▇ purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions of this Agreement and ▇. ▇▇▇▇▇’▇ purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at rates prescribed under its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms. 15.6 For the purpose of implementing Section 251(c)(31861 (v)(I)(I) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNESocial Security Act, as part amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of a combination, or otherwise or documentation to verify the cost of services rendered under this Agreement: (ca) Until the expiration of four (4) years after the furnishing of services pursuant to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, Company shall make available, upon written request, to ▇. ▇▇▇▇▇, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and without limiting any existing rights Verizon may have to cease providing UNEs books, documents, and records of Company that are discontinued necessary to certify the nature and extent of such costs, and (b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to ▇. ▇▇▇▇▇, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs. 15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under Applicable Lawits control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto. 15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party. 15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdiction, the FCC determines remaining portions thereof shall remain in full force and effect. If any of the terms of provisions of this Agreement are in conflict with any applicable statute or has determined (whether by forbearance rule of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendmentlaw, then Verizon (such terms or provisions shall be deemed inoperative to the extent it has not already done so prior to execution of this Amendment) that they may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale websiteconflict therewith, and shall be deemed to be modified to conform with such statute or rule of law. The Headings in this Agreement are included for ease of reference only and shall have no amendment to the Amended legal effect. 15.10 This Agreement shall be required for such purposesgoverned and interpreted in accordance with the laws, but not the laws of conflict of laws, of the Commonwealth of Pennsylvania. Any such notice that Verizon issues controversy or claim arising out of or relating to this Agreement, or the breach thereof (or has issued“Claim”), shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall addressbe final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, among other thingsexcept that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the date on which new orders are disallowed prevailing party shall be entitled to recover its costs and any transition period that is required for the embedded base (attorneys’ fees associated with such action. 15.11 This Agreement may be executed by facsimile signatures and in one or more counterparts, each of which shall be at least 90 (ninety) days unless deemed to be an original and one and the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 abovesame Agreement.

Miscellaneous Terms and Conditions. 11.1 Nothing (a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Release. (b) The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in this Release, and that this Release is not in violation of or in conflict with any other agreement of either party. (c) All covenants and warranties contained in this Amendment Release are contractual and shall survive the closing of this Release. (d) This Release shall be deemed: binding in all respects upon, and shall inure to the benefit of, the parties’ heirs, successors and assigns. (ae) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under This Release shall be governed by the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) internal laws of the Act to Commonwealth of Virginia, irrespective of the choice of law rules of any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or jurisdiction. (cf) to limit Should any right of Verizon under the Agreement (independent provision of this AmendmentRelease be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), any Verizon tariff above, is declared void or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendmentunenforceable, then Verizon (this Release shall be null and void and both parties shall be restored to the extent it has not already done so prior to positions that they occupied before the Release’s execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall addressmeaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which new orders Section 2(a) is declared unenforceable. (g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements. (h) This Release shall not be modified except in a writing signed by the parties. (i) No term or condition of this Release shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with the waiver or estoppel. No waiver of any breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this Release. (j) Headings are disallowed intended solely as a convenience and shall not control the meaning or interpretation of any transition period provision of this Release. (k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular. (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release. (m) Any party contesting the validity or enforceability of any term of this Release shall be required for to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law. (n) The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the embedded base meaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used. (o) Every dispute arising from or relating to this Release shall be tried only in the state or federal courts situated in the Commonwealth of Virginia. The parties consent to venue in those courts, and agree that those courts shall have personal jurisdiction over them in, and subject matter jurisdiction concerning, any such action. (p) In any action relating to or arising from this Release, or involving its application, the party substantially prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and reasonable attorneys’ fees. If Executive is the substantially prevailing party, the Company shall pay such expenses within 60 days following the determination that she is the substantially prevailing party. (q) This Release may be executed in counterparts, or by copies transmitted by telecopier, all of which shall be at least 90 (ninety) days unless given the FCC requires a longer transition period for same force and effect as the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 aboveoriginal.

Miscellaneous Terms and Conditions. 11.1 Nothing (a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Agreement. Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Agreement. (b) The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in this Agreement, and that this Agreement is not in violation of or in conflict with any other agreement of either party. (c) All covenants and warranties contained in this Amendment Agreement are contractual and shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under survive the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent closing of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwiseAgreement. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwised) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended This Agreement shall be required for binding in all respects upon, and shall inure to the benefit of, the parties' heirs, successors and assigns. (e) This Agreement shall be governed by the internal laws of the State of Delaware, irrespective of the choice of law rules of any jurisdiction. (f) Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such purposesprovision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. Any such notice Notwithstanding the foregoing, if Section 2(a), above, is declared void or unenforceable, then this Agreement shall be null and void and both parties shall be restored to the positions that Verizon issues they occupied before the Agreement's execution (or has issued) shall addressmeaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Agreement and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which new orders are disallowed and any transition period that Section 2(a) is required for declared unenforceable. (g) This Agreement constitutes the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base entire agreement of the subject UNE will parties and a complete merger of prior negotiations and agreements. (h) This Agreement shall not be treated as modified except in a Discontinued UNE under Section 10 abovewriting signed by the parties.

Miscellaneous Terms and Conditions. 11.1 Nothing contained 8.1 This Agreement contains the complete settlement agreement between the Parties. Any and all prior agreements, representations, negotiations, and understandings between the Parties, oral or written, express or implied, with regard to the Action are hereby superseded and merged herein. 8.2 This Agreement may be executed in this Amendment counterparts or by copies transmitted by facsimile or email, all of which shall be deemed: (a) to obligate Verizon to offer given the same force and effect as the original. 8.3 This Agreement may be modified only by a written document signed by all of the Parties. No waiver of this Agreement or provide unbundled access to of any UNE (whether as a stand-alone UNEof the promises, as part of a combinationobligations, terms, or otherwise) that was not already available conditions hereof shall be valid unless it is written and signed by the Party against whom the waiver is to Customer under be enforced. 8.4 This Agreement shall be binding upon the Agreements prior to this AmendmentParties hereto, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, attorneys, officers, families, heirs, spouses, and employees. 8.5 If any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent provision of this Amendment)Agreement shall be finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as that part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (shall be ineffective to the extent it has not already done so prior to execution of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining provisions of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale websiteAgreement. 8.6 The Parties acknowledge that they have reviewed this Agreement in its entirety and have had a full opportunity to negotiate its terms, and no amendment to therefore waive all applicable rules of construction that any provision of this Agreement should be construed against its drafter and agree that all provisions of the Amended Agreement shall be required for construed as a whole, according to the fair meaning of the language used. 8.7 Plaintiff represents that, other than this Action, she has not filed or authorized the filing of any complaints, charges, or lawsuits against Defendant with any federal, state, or local court, governmental agency, or administrative agency relating to the subject Facilities, and that if, unbeknownst to Plaintiff, such purposes. Any such notice that Verizon issues (a complaint, charge, or lawsuit has issued) shall addressbeen filed on her behalf, among she or it will use her or its best efforts to cause it immediately to be withdrawn and dismissed with prejudice. 8.8 The parties and their Counsel agree to execute any and all further documents and perform any and all further acts reasonably necessary or useful in carrying out the provisions and purposes of this Agreement. 8.9 In any action or other thingsproceeding to enforce rights under this Agreement, the date on which new orders prevailing Party shall recover from the losing party all attorneys’ fees, litigation expenses, and costs. 8.10 The Parties acknowledge that all Recitals and/or “WHEREAS” clauses preceding Paragraph 1 are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated incorporated as a Discontinued UNE under Section 10 abovematerial part of this Agreement.

Miscellaneous Terms and Conditions. 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) in an effective unstayed order that Verizon is not required to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing written notice of such discontinuation on Verizon’s wholesale websiteto Customer, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 ninety (ninety90) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, unless provided otherwise in the FCC’s order or Verizon’s notice, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.

Miscellaneous Terms and Conditions. 11.1 Nothing contained ‌ The present Agreement may in this Amendment shall no event be deemed: (a) to obligate Verizon to offer or provide unbundled access to considered an incorporation, affectio societatis being hereby formally excluded. The present Agreement may in no event be interpreted as conferring on third parties other than the Parties hereto any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer rights under the Agreements prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) Agreement. The fact that one Party does not insist on the strict application of one of the Act stipulations of the present Agreement does not imply that the said Party has waived its right to any facility enforce the said stipulation in the future or prevail itself of the other Party's potential failure to comply with the said stipulation, unless otherwise agreed to by the Parties in writing. The present Agreement and its Appendices constitute the full agreement of the Parties in relation to the subject matter thereof. All changes that is may be required to the present Agreement will be decided and defined jointly by the Parties and will be the subject of an amendment duly signed by both Parties. - Appendix 1: Capacity Allocated to the Shipper further to the Market Consultation - Appendix 2: First Demand Financial Guarantee Form - Appendix 3: Shipper's Representative In duplicate originals, In Paris on In on Start date First day/month/year End date 30th or becomes 31st /month/year Annual Interruptible Capacity Allocated (MWh/d) Annual Conditional Firm Capacity Allocated (MWh/d) … … … MWh/day … MWh/day With regard to the advance exit capacity subscription agreement for the Oltingue Interconnection Point, hereinafter referred to as the "Agreement” and entered into on ………….. by GRTgaz, a Discontinued UNEcompany with capital of €536,920,790, whether having its head office at ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 92270 Bois-Colombes, registered with the Company Registry of Nanterre under registration number 440 117 620, hereinafter referred to as a stand-alone UNEthe "Beneficiary", and (1) ……….. registered with the Company Registry under registration number , hereinafter referred to as part of a combinationthe "Originator", or otherwise or (c) and pursuant to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision Clause 6 of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in requiring the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required Originator to provide any UNEs contained in the Amended Agreements beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.first demand payment guarantee,

Miscellaneous Terms and Conditions. 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements Agreement prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements Agreement beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and discontin no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject UNE will be treated as a Discontinued UNE under Section 10 above.bject

Miscellaneous Terms and Conditions. 11.1 Nothing contained in this Amendment shall be deemed: (a) to obligate Verizon to offer or provide unbundled access to any UNE (whether as a stand-alone UNE, as part of a combination, or otherwise) that was not already available to Customer under the Agreements Agreement prior to this Amendment, (b) to obligate Verizon to offer or provide unbundled access at rates prescribed under Section 251(c)(3) of the Act to any facility that is or becomes a Discontinued UNE, whether as a stand-alone UNE, as part of a combination, or otherwise or (c) to limit any right of Verizon under the Agreement (independent of this Amendment), any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued UNE, whether as a stand-alone facility, as part of a combination, or otherwise. 11.2 Notwithstanding any other provision of the Agreement, and without limiting any existing rights Verizon may have to cease providing UNEs that are discontinued under Applicable Law, in the event that the FCC determines or has determined (whether by forbearance of existing rules, a rule change or otherwise) that Verizon is not required to provide any UNEs contained in the Amended Agreements Agreement beyond the UNEs specifically addressed in this Amendment, then Verizon (to the extent it has not already done so prior to execution of this Amendment) may implement such discontinuation by notifying Customer and/or by publishing notice of such discontinuation on Verizon’s wholesale website, and publishi no amendment to the Amended Agreement shall be required for such purposes. Any such notice that Verizon issues (or has issued) shall address, among other things, the date on which new orders are disallowed and any transition period that is required for the embedded base (which shall be at least 90 (ninety) days unless the FCC requires a longer transition period for the embedded base). After the end of any such transition period, Customer’s embedded base of the subject Custome UNE will be treated as a Discontinued UNE under Section 10 above.