**[CONDITIONS FOR BELL ATLANTIC/GTE MERGER]{.underline}**

**INDEX TO CONDITIONS**

**[Paragraph Number]{.underline}**

# [PROMOTING EQUITABLE AND EFFICIENT ADVANCED SERVICES DEPLOYMENT]{.underline}

# I. Separate Affiliate for Advanced Services 1

**II. Discounted Surrogate Line Sharing Charges 13**

**III. Loop Conditioning Charges and Cost Studies 14**

**IV. Non-discriminatory Rollout of xDSL Services 15**

# [ENSURING OPEN LOCAL MARKETS]{.underline}

**V. Carrier-to-Carrier Performance Plan (Including Performance
Measurements) 16**

**VI. Uniform and Enhanced OSS and Advanced Services OSS 18**

**VII. OSS Assistance to Qualifying CLECs 26**

**VIII. Collocation, Unbundled Network Elements, and Line Sharing
Compliance 27**

**IX. Most-Favored-Nation Provisions for\
Out-of-Region and In-Region Arrangements 30**

X.  **Multi-State Interconnection and Resale Agreements 33**

XI. **Carrier-to-Carrier Promotions: Unbundled Loop Discount 34**

XII. **Carrier-to-Carrier Promotions: Resale Discount 36**

XIII. **Offering of UNEs 39**

**XIV. Alternative Dispute Resolution through Mediation 40**

**XV. Access to Cabling in Multi-Unit Properties 41**

**[FOSTERING OUT-OF-REGION COMPETITION]{.underline}**

XVI\. Out-of-Territory Competitive Entry 43

#### [IMPROVING RESIDENTIAL PHONE SERVICE]{.underline}

# XVII. InterLATA Services Pricing 49

# XVIII. Enhanced Lifeline Plans 50

# XIX. Additional Service Quality Reporting 51

# XX. NRIC Participation 54

#### [ENSURING COMPLIANCE WITH AND ENFORCEMENT OF THESE CONDITIONS]{.underline}

##### XXI. Compliance Program 55

# XXII. Independent Auditor 56

# XXIII. Enforcement 58

# XXIV. Sunset 64

# XXV. Effect of Conditions 65

**ATTACHMENT A: Carrier-to-Carrier Performance Plan\
ATTACHMENTS A-1a, A-1b, A-2a, A-2b: Performance Measurements**

**ATTACHMENT A-3: Calculation of Parity and Benchmark Performance**

**and Voluntary Payments**

**ATTACHMENT A-4: Voluntary Payments for Performance Measurements**

**ATTACHMENT A-5a, A-5b: Bell Atlantic/GTE Measurement Lists**

**ATTACHMENT A-6: Monthly and Annual Caps**

**ATTACHMENT A-7a, A-7b: Bell Atlantic/GTE Qualifying Sub-Measurements**

**ATTACHMENT B: OSS Attachments**

**ATTACHMENT C: Model Collocation, Line Sharing, and UNE Attestation
Report**

**ATTACHMENT D: Promotional Discount for Residential Unbundled Local
Loops**

###### ATTACHMENT E: Maximum Number of Residential Lines to Which Carrier-to-Carrier Promotions Apply 

**ATTACHMENT F: Alternative Dispute Mediation**

**ATTACHMENT G: Enhanced Lifeline Annual Promotional Budgets by State**

CONDITIONS

# 

As a condition of exercising the grant authorized herein, Bell Atlantic
and GTE shall comply with the following enumerated Conditions.[^1]
Unless otherwise specified herein, the Conditions described herein shall
become effective 10 business days after the Merger Closing Date. The
Conditions described herein shall be null and void if Bell Atlantic and
GTE do not merge and there is no Merger Closing Date.

It is not the intent of these Conditions to restrict, supersede, or
otherwise alter state or local jurisdiction under the Communications Act
of 1934, as amended, or over the matters addressed in these Conditions,
or to limit state authority to adopt rules, regulations, performance
monitoring programs, or other policies that are not inconsistent with
these Conditions. Nor do the Conditions reflect or constitute any
determination or standard regarding Bell Atlantic/GTE's compliance or
non-compliance with 47 U.S.C. §§ 251, 252, 271, or 272[^2] or limit in
any way the legal rights of Bell Atlantic/GTE with respect thereto.

For the purposes of these Conditions, the term "Merger Closing Date"
means the day on which, pursuant to their Merger Agreement, Bell
Atlantic and GTE cause a Certificate of Merger to be executed,
acknowledged, and filed with the Secretary of State of New York as
provided in New York Corporation Law, Section 907. The term "prior to
the Merger Closing Date" means prior to the time that Bell Atlantic and
GTE cause a Certificate of Merger to be executed, acknowledged, and
filed with the Secretary of State of New York as provided in New York
Corporation Law, Section 907.

For purposes of these Conditions, the term "Bell Atlantic/GTE" shall
mean Bell Atlantic-Delaware, Inc., Bell Atlantic-Washington, D.C., Inc.,
Bell Atlantic-Maryland, Inc., Bell Atlantic-New Jersey, Inc., Bell
Atlantic-Pennsylvania, Inc., Bell Atlantic-Virginia, Inc., Bell
Atlantic-West Virginia, Inc., New York Telephone Company, New England
Telephone and Telegraph Company, GTE California Incorporated, GTE
Florida Incorporated, GTE Hawaiian Telephone Company Incorporated, The
Micronesian Telecommunications Corporation,[^3] GTE Midwest
Incorporated, GTE North Incorporated, GTE Northwest Incorporated, GTE
South Incorporated, GTE Southwest Incorporated, Contel of Minnesota,
Inc., GTE West Coast Incorporated, and Contel of the South, Inc.; and
any successor or assign of such company that provides wireline telephone
exchange service and that is an affiliate of Bell Atlantic/GTE.

For purposes of these Conditions, the term "Bell Atlantic/GTE Service
Area" shall mean the combined service areas of Bell Atlantic-Delaware,
Inc., Bell Atlantic-Washington, D.C., Inc., Bell Atlantic-Maryland,
Inc., Bell Atlantic-New Jersey, Inc., Bell Atlantic-Pennsylvania, Inc.,
Bell Atlantic-Virginia, Inc., Bell Atlantic-West Virginia, Inc., New
York Telephone Company, New England Telephone and Telegraph Company, GTE
California Incorporated, GTE Florida Incorporated, GTE Hawaiian
Telephone Company Incorporated, The Micronesian Telecommunications
Corporation, GTE Midwest Incorporated, GTE North Incorporated, GTE
Northwest Incorporated, GTE South Incorporated, GTE Southwest
Incorporated, Contel of Minnesota, Inc., GTE West Coast Incorporated,
and Contel of the South, Inc. where those companies operated as
incumbent local exchange carriers ("incumbent LECs") as of January 27,
2000.[^4]

For purposes of these Conditions, the term "Bell Atlantic Service Area"
shall mean the service areas of Bell Atlantic-Delaware, Inc., Bell
Atlantic-Washington, D.C., Inc., Bell Atlantic-Maryland, Inc., Bell
Atlantic-New Jersey, Inc., Bell Atlantic-Pennsylvania, Inc., Bell
Atlantic-Virginia, Inc., Bell Atlantic-West Virginia, Inc., New York
Telephone Company, New England Telephone and Telegraph Company where
those companies operated as incumbent local exchange carriers
("incumbent LECs") as of January 27, 2000. For purposes of these
Conditions, the term "GTE Service Area" shall mean the service areas of
GTE California Incorporated, GTE Florida Incorporated, GTE Hawaiian
Telephone Company Incorporated, The Micronesian Telecommunications
Corporation, GTE Midwest Incorporated, GTE North Incorporated, GTE
Northwest Incorporated, GTE South Incorporated, GTE Southwest
Incorporated, Contel of Minnesota, Inc., GTE West Coast Incorporated,
and Contel of the South, Inc. where those companies operated as
incumbent local exchange carriers ("incumbent LECs") as of January 27,
2000.

For purposes of these Conditions, the term "Bell Atlantic States" shall
mean Connecticut, Delaware, District of Columbia, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode
Island, Vermont, Virginia, and West Virginia. The term "GTE States"
shall mean Alabama, California, the Commonwealth of the Northern
Marianas Islands, Florida, Hawaii, Idaho, Illinois, Indiana, Kentucky,
Michigan, Missouri, Nevada, North Carolina, Ohio, Oregon, Pennsylvania,
South Carolina, Texas, Virginia, Washington, and Wisconsin. The term
"Bell Atlantic/GTE States" shall mean the Bell Atlantic States and GTE
States as defined above.

For purposes of these Conditions, the term "affiliate" shall have the
same meaning as in 47 U.S.C. § 153(1).

For purposes of these Conditions, the term "telecommunications carrier"
shall have the same meaning as in 47 U.S.C. § 153(44).

**PROMOTING EQUITABLE AND EFFICIENT\
ADVANCED SERVICES DEPLOYMENT**

**I. Separate Affiliate for Advanced Services**

1\. Bell Atlantic/GTE shall provide all Advanced Services in the Bell
Atlantic/GTE Service Area through one or more affiliates that are
structurally separate from the Bell Atlantic/GTE incumbent LECs in
accordance with the provisions of this Section and the schedule set
forth below. As described below, Bell Atlantic and GTE shall establish
separate Advanced Services affiliates prior to the Merger Closing Date.
Upon receiving state approval of any necessary interconnection
agreements and obtaining any necessary state authority or certification
that does not subject the Advanced Services affiliate to regulation
substantially the same as that to which the incumbent LEC is subject,
Bell Atlantic/GTE shall transition the provisioning of Advanced Services
to one or more separate Advanced Services affiliates. Nothing in this
Section is intended to prohibit Bell Atlantic/GTE's separate Advanced
Services affiliate(s) from providing services that are not Advanced
Services in accordance with any applicable federal or state laws or
regulations.

2\. [Advanced Services.]{.underline} For purposes of these Conditions,
the term "Advanced Services" means intrastate or interstate wireline
telecommunications services, such as ADSL, IDSL, xDSL, Frame Relay, and
asynchronous transfer mode ("ATM") that rely on packetized technology
and have the capability of supporting transmissions speeds of at least
56 kilobits per second in both directions. This definition of Advanced
Services does not include (1) data services that are not primarily based
on packetized technology, such as ISDN, as well as comparable dial-up
services such as Internet Protocol Routing Service and CyperPOP, (2)
x.25-based and x.75-based packet technologies, or (3) circuit switched
services (such as circuit switched voice grade service) regardless of
the technology, protocols or speeds used for the transmission of such
services. Notwithstanding the other provisions of this Section, Bell
Atlantic/GTE retains the right to invest in any technology or asset as
long as it is not used to provide Advanced Services.

3\. [Section 272 Requirements for the Separate Advanced Services
Affiliates.]{.underline} Subject to the transitional mechanisms
discussed below, the separate Advanced Services affiliate(s) required by
this Section I shall operate in accordance with the structural,
transactional, and non-discrimination requirements that would apply to a
separate affiliate's relationships with a Bell Operating Company ("BOC")
under 47 U.S.C. § 272(b), (c), (e), and (g), as interpreted by the
Federal Communications Commission (the "Commission") as of January 27,
2000, except to the extent those provisions are inconsistent with the
provisions of this Paragraph, in which case the provisions of this
Paragraph shall apply. Except as provided in Subparagraph 3(I) below,
Bell Atlantic/GTE shall comply with the Commission's accounting
safeguards pursuant to 47 U.S.C. § 272 for all transactions (including
chaining transactions)[^5] between an incumbent LEC and a separate
Advanced Services affiliate and shall continue to do so regardless of,
and consistent with, the specific accounting method Bell Atlantic/GTE
uses. If the separate Advanced Services affiliate does not deviate
(other than in an inadvertent or incidental manner) from the
requirements of 47 U.S.C. § 272(b), (c), (e), and (g) except as
described in this Paragraph and Subparagraphs below, such separate
affiliate(s) shall not be deemed[^6] a successor or assign of a BOC or
incumbent LEC for purposes of applying 47 U.S.C. §§ 153(4) or 251(h).
Moreover, if Advanced Services assets[^7] or employees are transferred,
assigned, or sold from a Bell Atlantic/GTE incumbent LEC to the separate
Advanced Services affiliate consistent with these Conditions, the
incumbent LEC's obligations under 47 U.S.C. §§ 251, 252, or 272 shall
not be assigned or transferred[^8] to the separate Advanced Services
affiliate.

a\. Any Bell Atlantic/GTE separate Advanced Services affiliate and any
Bell Atlantic/GTE incumbent LEC may jointly market their services with
the services of the other, and provide related customer care on behalf
of the other, without being subject to any non-discrimination
requirement under these Conditions. Permitted joint marketing by the
incumbent LEC that may be conducted on an exclusive basis would include
the sale of Advanced Services provided by the Advanced Services
affiliate and the transfer of the customer's Advanced Services order or
customer identified by the incumbent LEC through inbound or outbound
marketing to the affiliate for completion in accordance with
Subparagraph 4(b)(5). When performing these joint marketing activities
later than 180 days after the Merger Closing Date, the employees of the
incumbent LEC may only access the incumbent LEC's loop information
through the same interfaces, Operations Support Systems ("OSS"),
processes, and procedures as are made available to unaffiliated
telecommunications carriers. Permitted joint marketing by the Advanced
Services affiliate would include sales and completing the sales
function, up to and including the taking of an order, for Advanced
Services and local services by the affiliate (using the same interfaces
and processes used by unaffiliated telecommunications carriers as
required by these Conditions) and the transfer of customer orders or
calls identified by the affiliate to the Bell Atlantic/GTE incumbent LEC
for provisioning of the customer's local service order. Permitted joint
marketing by either the incumbent LEC or the separate Advanced Services
affiliate would include customer contacts up to and including the
completion of the order taking process, including responding to customer
inquiries, sales, and order-taking. For purposes of these Conditions,
"customer care" means the following functions performed after the sale:
on-going customer notification of service order progress, response to
customer inquiries regarding the status of an order, changes to customer
information, and receipt of customer complaints (other than receipt and
isolation of trouble reports, such as reports of service outages or
service impairment, which shall be processed in accordance with
Subparagraph 4(j)).

b\. The Bell Atlantic/GTE incumbent LEC may provide billing and
collection services to the separate Advanced Services affiliate on a
non-discriminatory basis. Permitted billing and collection services
include payment arrangements, account adjustment, responding to account
balance inquiries, account closure, responses to legal action affecting
or involving the customer, and receipt and resolution of customer
billing and collection complaints.[^9] In the event that the Bell
Atlantic/GTE ILEC provides billing and collection services to the
separate Advanced Services affiliate within a state under this
Subparagraph, it shall provide the same billing and collection services
to unaffiliated providers of Advanced Services in that state on
nondiscriminatory rates, terms, and conditions, including start-up costs
and timeframes. Transactions between the incumbent LEC and a separate
Advanced Services affiliate that are permitted by this Subparagraph
shall be made pursuant to a written agreement between the incumbent LEC
and the affiliate.

c\. Any Bell Atlantic/GTE incumbent LEC may provide the operations,
installation, and maintenance ("OI&M") services permitted under
Paragraph 4 to any separate Advanced Services affiliate on a
non-discriminatory basis pursuant to a tariff, written affiliate
agreement, or approved interconnection agreement, provided that the same
services made available to the separate affiliate are made available to
unaffiliated providers of Advanced Services in that state on a
non-discriminatory basis consistent with the requirements of 47 U.S.C. §
272(c) and the Commission's implementing rules as in effect on January
27, 2000, where not inconsistent with the provisions of this Section.
Because such OI&M services are not UNEs and, therefore, are not subject
to forward-looking pricing methodologies,[^10] they will be priced and
made available on a non-discriminatory basis according to the
Commission's affiliate transaction rules. The following additional
provisions shall apply to the incumbent LEC's provision of OI&M
services:

\(1\) With respect to transactions for OI&M services, Bell Atlantic/GTE
shall comply with the Commission's Section 272 accounting safeguards and
will continue to do so regardless of, and consistent with, the specific
accounting method Bell Atlantic/GTE uses.

\(2\) Processes, systems, and procedures made available by the incumbent
LEC for use by the separate Advanced Services affiliate to obtain OI&M
services from the Bell Atlantic/GTE incumbent LEC under this
Subparagraph shall be available for use by unaffiliated providers of
Advanced Services in that state on non-discriminatory rates, terms, and
conditions.

\(3\) In order to provide for an orderly and efficient transfer of
personnel and systems to the separate Advanced Services affiliate, for a
period of not more than 180 days after the Merger Closing Date, the
incumbent LEC may provide, under a written agreement, network planning,
engineering, design, and assignment services[^11] for Advanced Services
Equipment as defined in Subparagraph 3(d) (including the creation and
maintenance of customer records), including the use of systems and
databases associated with these services, on an exclusive basis to the
separate Advanced Services affiliate. After 180 days, the separate
affiliate shall not obtain such services from any Bell Atlantic/GTE
incumbent LEC.[^12]

d\. The incumbent LEC and separate Advanced Services affiliate(s) may
separately own facilities or network equipment used specifically to
provide Advanced Services ("Advanced Services Equipment"), provided that
the separate Advanced Services affiliate shall own (or lease from an
entity other than a Bell Atlantic/GTE incumbent LEC)[^13] and operate
all new Advanced Services Equipment (as defined below) used to provide
Advanced Services (including equipment used to expand the capability or
capacity of existing Advanced Services Equipment) put into service by
Bell Atlantic/GTE after the later of (i) 90 days after the Merger
Closing Date, or (ii) issuance of a final order in the pending
proceeding involving interpretation of the SBC/Ameritech merger
condition relating to provision of services through equipment in remote
terminals, DA 00-335 (Public Notice rel. Feb. 18, 2000).

\(1\) Repair and/or replacement of Advanced Services Equipment owned by
the incumbent LEC shall not be considered to be new Advanced Services
Equipment put into service. For purposes of this Section I, Advanced
Services Equipment is: (1) DSLAMs or functionally equivalent equipment;
(2) spectrum splitters that are used solely in the provision of Advanced
Services; (3) packet switches and multiplexers such as ATMs and Frame
Relay engines used to provide Advanced Services; (4) modems used in the
provision of packetized data; and (5) DACS frames used only in the
provision of Advanced Services.[^14] Spectrum splitters (or the
equivalent functionality) used to separate the voice grade channel from
the Advanced Services channel shall not be considered Advanced Services
Equipment; any such splitters installed after the Merger Closing Date
that are located at the customer premises shall be considered network
terminating equipment.[^15] Bell Atlantic/GTE also agrees that the
results of any decision in the pending proceeding involving
interpretation of the SBC/Ameritech merger condition relating to
provision of services through equipment in remote terminals, DA 00-335
(Public Notice rel. Feb. 18, 2000), and any applicable rulemaking
addressing this issue will supersede the provisions of this subparagraph
3(d).

\(2\) In order to allow an efficient transition to the
non-discriminatory use of Advanced Services Equipment or an efficient
transfer of Advanced Services Equipment to the separate Advanced
Services affiliate, any Advanced Service Equipment that was utilized by

the incumbent LEC to provide an Advanced Service to its embedded base of
customers in a state as of the Merger Closing Date may continue to be
utilized by the incumbent LEC and access may be provided (under a
written agreement) to the separate Advanced Services affiliate on an
exclusive basis within the state during a transitional period. The
transitional period shall be until such time as Bell Atlantic/GTE is
required to provide all Advanced Services utilizing the Advanced
Services Equipment through a Separate Advanced Services affiliate in
that state, in accordance with the provisions of Paragraph 6.
Additionally, only when line sharing is not required as a result of a
final, non-appealable judicial decision, the incumbent LECs may provide
the ADSL service derived from the integrated combination of an unbundled
loop, a DSLAM, and spectrum splitters at each end of the unbundled loop
where the unbundled loop is also used to provide voice grade service
("Interim Line Sharing"), including OI&M functions associated with
Interim Line Sharing, to the separate Advanced Services
affiliate(s)[^16] on an exclusive basis within any geographic area, as
described in Paragraph 7, provided that the incumbent LEC provides
unaffiliated providers of Advanced Services within the same geographic
area the Discounted Surrogate Line Sharing Charges, as described in
Paragraph 13.

e\. The incumbent LEC may (but shall not be required to) transfer or
sell to the separate Advanced Services affiliate(s), on an exclusive
basis, any Advanced Services Equipment (including any associated
intellectual property rights or licenses), including supporting
facilities, systems, and personnel, during a "Grace Period." The Grace
Period shall be from January 3, 2000 until the date that is 180 days
after the Merger Closing Date. In states where regulatory approval is
required to transfer Advanced Services Equipment, if Bell Atlantic/GTE
seeks such required regulatory approval during the Grace Period, and
completes the transfer of Advanced Services Equipment for which
regulatory approval is required within 180 days after receiving such
approval, then such Advanced Services Equipment shall be deemed to have
been transferred during the Grace Period. Such Advanced Services
Equipment that may be transferred to the separate affiliate on an
exclusive basis is limited to that equipment described in Subparagraph d
above. If Bell Atlantic/GTE transfers to its separate affiliate a
facility that is deemed to be a UNE under 47 U.S.C. § 251(c)(3), the
Commission's unbundling requirements will attach with respect to that
UNE as described in section 53.207 of the Commission's rules, 47 C.F.R.
§ 53.207.

f\. The separate Advanced Services affiliates may use the incumbent
LEC's name, trademarks, or service marks on an exclusive basis.

g\. Employees of the separate Advanced Services affiliate(s) may, on an
exclusive basis, be located within the same buildings and on the same
floors as employees of the incumbent LECs.[^17]

h.  For a transition period of up to 12 months after the Merger Closing
    Date, a Bell Atlantic/GTE incumbent LEC may receive and process
    Advanced Services-related trouble reports and perform related
    trouble isolation, as described in Subparagraph 4(j), on behalf of a
    separate Advanced Services affiliate on an exclusive basis.[^18]

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i.  Public disclosure of the governing interconnection agreement
    (including the prices, discounts, terms, and conditions associated
    with that agreement) shall replace the transaction disclosure
    requirements (including Internet posting) that otherwise would apply
    to the incumbent LEC and separate Advanced Services affiliate under
    Section 272(b)(5) and the Commission's implementing rules for
    facilities and services provided pursuant to such agreement.

j\. Notwithstanding Section I of these Conditions, Bell Atlantic/GTE
retains the option on a state-by-state basis of providing Advanced
Services through a separate affiliate that complies with all of the
requirements of 47 U.S.C. § 272 as well as the Conditions, unless they
conflict.[^19]

4\. [Steady-State Provisioning of Advanced Services.]{.underline}[^20]
After a transition period (as defined in Subparagraph 4n below), all
Advanced Services offered by Bell Atlantic/GTE in the Bell Atlantic/GTE
Service Area will be provisioned in accordance with the terms of this
Paragraph, which provisions are consistent with the provisions of
Paragraph 3.[^21] After such transition period, the overall
responsibility for providing Advanced Services in the Bell Atlantic/GTE
Service Area shall rest with a separate Advanced Services affiliate. In
fulfilling those responsibilities a separate Advanced Services affiliate
may utilize the facilities and services of an incumbent LEC consistent
with the provisions of Paragraph 3. Specifically, with respect to Bell
Atlantic/GTE's steady-state provisioning of Advanced Services in the
Bell Atlantic/GTE Service Area, this Paragraph describes: (1) the
activities that a Bell Atlantic/GTE incumbent LEC may undertake, and
associated conditions that apply if an incumbent LEC chooses to perform
such activities; and (2) the activities that are the responsibility of a
separate Advanced Services subsidiary and which may not be performed by
an incumbent LEC.

a\. [Creating an Inventory of Advanced Services Equipment and Advanced
Service Capability.]{.underline} Consistent with the Commission's rules
implementing the provisions of 47 U.S.C. § 272(b)(1), the separate
Advanced Services affiliate shall be responsible for all network
planning and engineering functions related to Advanced Services, and
these functions may not be provided by an incumbent LEC.[^22] The
network planning and engineering functions related to Advanced Services
that are the responsibility of the separate Advanced Services affiliate
and which may not be performed by an incumbent LEC include (but are not
limited to):

\(1\) Determining where, when, and how much Advanced Services Equipment
needs to be deployed to meet forecasted customer demands, and ensuring
that such equipment is compatible with the interconnection services
(e.g., unbundled local loops) and/or tariffed services (e.g., DS1
special access service) the separate Advanced Services affiliate will
purchase from the incumbent LEC.

\(2\) Arranging for the purchase of Advanced Services Equipment.

\(3\) Arranging and negotiating for collocation space with the incumbent
LEC under the same terms and conditions and utilizing the processes that
are made available to unaffiliated telecommunications carriers, and
arranging for any new Advanced Services Equipment to be delivered.

\(4\) Inventorying, in systems and databases owned by the separate
Advanced Services affiliate, its Advanced Services Equipment deployed
and identifying whether such equipment is used or available to provide
Advanced Services to customers.

The incumbent LEC may, pursuant to the OI&M provisions of Subparagraph
3(c), perform the following tasks that are associated with creating an
inventory of Advanced Services Equipment and Advanced Service
capability. Processes, systems, and procedures used by the separate
Advanced Services affiliate to obtain OI&M services under this
Subparagraph shall be available to unaffiliated providers of Advanced
Services on a non-discriminatory basis.

\(5\) The incumbent LEC may install the affiliate's Advanced Services
Equipment. If the incumbent LEC provides these services to the separate
Advanced Services affiliate, it must provide the same services under the
same rates, terms, and conditions to unaffiliated telecommunications
carriers of Advanced Services.[^23]

\(6\) An incumbent LEC technician may connect together various items of
Advanced Services Equipment owned by the affiliate located in virtual
collocation space or other space controlled by the incumbent LEC, or may
connect various items of Advanced Services Equipment owned by the
affiliate located in such space with telecommunications services and/or
unbundled network elements ordered by the affiliate (e.g., the incumbent
LEC technician could connect a DSLAM to an ATM switch via a DS3 special
access service ordered by the affiliate), in strict accordance with a
work order from the affiliate.[^24] If the incumbent LEC provides these
services to the separate Advanced Services affiliate, it must provide
the same services under the same rates, terms, and conditions to
unaffiliated telecommunications carriers.[^25]

\(7\) An incumbent LEC technician may connect together various items of
Advanced Services Equipment owned by the affiliate located in physical
collocation space, or may connect various items of Advanced Services
Equipment owned by the affiliate located in physical collocation space
with telecommunications services and/or unbundled network elements
ordered by the affiliate, in strict accordance with a work order from
the affiliate.[^26] If the incumbent LEC provides these services to the
separate Advanced Services affiliate, it must provide the same services
under the same rates, terms, and conditions to unaffiliated
telecommunications carriers.[^27]

b\. [Customer Sales Process for New Installations.]{.underline}
Consistent with the joint marketing provisions of Subparagraph 3(a), the
incumbent LEC may, on an exclusive basis, complete the sale of, up to
and including the taking of an order for, Advanced Services on behalf of
the separate Advanced Services affiliate by performing any of the
following activities:

\(1\) On inbound customer calls, the incumbent LEC service
representative may discuss Advanced Services with the customer and
obtain the customer's agreement to purchase an Advanced Service provided
by the separate Advanced Services affiliate.

\(2\) An incumbent LEC service representative may make outbound calls to
discuss Advanced Services with a customer and may obtain the customer's
agreement to purchase an Advanced Service provided by the separate
Advanced Services affiliate.

\(3\) During a sales discussion with a customer, an incumbent LEC
service representative may review loop information to determine if it is
possible to provide an Advanced Service to the customer provided,
however, that the incumbent LEC service representative may only have
access to the same loop information of the incumbent LEC as is available
to unaffiliated telecommunications carriers and may only access such
loop information through the same electronic OSS interfaces, Internet
access, and/or manual methods, as are made available to unaffiliated
telecommunications carriers.[^28]

\(4\) During a sales discussion with a customer, an incumbent LEC
service representative may review Advanced Services availability
information provided to the incumbent LEC by the separate Advanced
Services affiliate to determine whether the affiliate offers a certain
Advanced Service in the area where the customer resides.

\(5\) Upon securing a customer's agreement to purchase an Advanced
Service provided by the separate Advanced Services affiliate, the
incumbent LEC service representative may obtain from the customer all
customer information necessary to complete the order (e.g., name,
address, due date, premises access information, services, ISP
information, CPE information). The incumbent LEC service representative
must pass such information to the separate Advanced Services affiliate
for placement of any necessary service order(s) by the affiliate. The
separate Advanced Services affiliate shall use the same interfaces and
associated processes and procedures made available by the incumbent LEC
for placing Advanced Services orders with the Bell Atlantic/GTE
incumbent LEC as are made available by the incumbent LEC to unaffiliated
providers of Advanced Services.[^29]

\(6\) Consistent with regulatory requirements, the separate Advanced
Services affiliate and unaffiliated providers of Advanced Services shall
have access to the same customer-specific information for pre-ordering
and ordering, other than credit history, that is available to the
incumbent LEC, through the same interfaces that are made available on a
non-discriminatory basis by the incumbent LEC.[^30]

c\. [Design of the Customer's Advanced Service.]{.underline} Consistent
with the Commission's rules implementing the provisions of 47 U.S.C. §
272(b)(1), a separate Advanced Services affiliate shall be responsible
for all design functions related to a customer's Advanced Services sales
order, and these functions may not be performed by an incumbent
LEC.[^31] The separate Advanced Services affiliate is responsible for
the overall design of the Advanced Service, but the incumbent LEC is
responsible (and the affiliate is not responsible) for the design of
unbundled network elements or telecommunications services used in the
Advanced Service where these elements or services are provided by the
incumbent LEC. The design functions related to a customer's Advanced
Services order that are the responsibility of the separate Advanced
Services affiliate include (but are not limited to):

\(1\) The identification of Advanced Services network components,
unbundled network elements, telecommunications services and work
activities necessary to provision the Advanced Service to the customer's
premises;

\(2\) The determination of the routing of the Advanced Service and the
location(s) of the identified Advanced Services network components,
unbundled network elements, and telecommunications services;

\(3\) The creation of a work order to have all such Advanced Services
network components, unbundled network elements and telecommunications
services made available and all such activities completed. Examples of
Advanced Services network components, unbundled network elements and
telecommunications services that would be identified in the design stage
are (i) unbundled local loops and DS1 special access circuits provided
by the incumbent LEC, and (ii) DSLAMs and ATM switch ports provided by
the separate Advanced Services affiliate. Examples of work activities
that would be identified in the design stage are (i) the conditioning of
an unbundled local loop, (ii) the cross-connections required to connect
all of the components, and (iii) the installation of Advanced Services
Customer Premises Equipment ("CPE") at the customer premises.

d\. [Assignment of the Advanced Services Equipment Required to Provide
the Customer's Advanced Service.]{.underline} Consistent with the
Commission's rules implementing the provisions of 47 U.S.C. § 272(b)(1),
the separate Advanced Services affiliate shall be responsible for the
assignment functions related to the Advanced Services Equipment used to
provision a customer's Advanced Services order, and these functions may
not be performed by an incumbent LEC.[^32] Examples of the assignment
functions related to a customer's Advanced Services order that are the
responsibility of the separate Advanced Services affiliate include (i)
assignment of the DSLAM equipment, and (ii) assignment of the ATM switch
port.[^33]

e\. [Creating and Maintaining the Customer's Record, Including the
Customer's Advanced Service Circuit Layout Record.]{.underline} The
separate Advanced Services affiliate shall be responsible for creating
and maintaining all records associated with the customer's Advanced
Services account, and these records may not be created or maintained by
an incumbent LEC.[^34] These records may be provided to an incumbent LEC
for its use in providing joint marketing, customer care, and billing and
collection services to the separate Advanced Services affiliate.[^35]
The records that the separate Advanced Services affiliate shall be
responsible for creating and maintaining include:

\(1\) The record that describes the Advanced Services network
components, unbundled network elements, and telecommunications services
(including location, identification numbers, etc.) utilized by the
separate Advanced Services affiliate to provision the customer's
Advanced Service. Where the separate Advanced Services affiliate
utilizes the telecommunications services or unbundled network elements
of the incumbent LEC, the incumbent LEC will be responsible for all
records associated with how such services or unbundled network elements
are provisioned.[^36] For example, if the affiliate orders (from the
incumbent LEC) a DS1 special access service from location A to location
Z, (i) the affiliate's circuit layout record will reflect the DS1
service from location A to location Z, and (ii) the incumbent LEC's
record will reflect the layout of the circuit utilized to provision the
DS1 service (e.g., that the circuit routes from location A through
locations B and C before it terminates at location Z).

\(2\) The record that contains the information necessary to facilitate
billing the customer for the Advanced Service being provided to the
customer.

f\. [Ordering, from the Incumbent LEC, the Interconnection Facilities
and Telecommunications Services Required to Provide the Customer's
Advanced Service.]{.underline} The separate Advanced Services affiliate
shall be responsible for ordering all interconnection facilities (e.g.,
unbundled local loops) and all telecommunications services (e.g., DS1
special access service) from the incumbent LEC, and the ordering of such
facilities and services may not be performed by an incumbent LEC.[^37]
The incumbent LEC must permit unaffiliated telecommunications carriers
to order such facilities and services under the same rates, terms, and
conditions, and to utilize the same interfaces, processes, and
procedures as are made available to the separate Advanced Services
affiliate.[^38] In particular, the separate Advanced Services affiliate
may utilize only those OSS interfaces for ordering unbundled network
elements and other interconnection services as are made available to
unaffiliated telecommunications carriers.

g\. [Connecting and Testing the Network Components and
Telecommunications Services Required to Provision the Customer's
Advanced Service.]{.underline} An incumbent LEC technician may, pursuant
to the OI&M provisions of Subparagraph 3c, perform the following tasks:

\(1\) An incumbent LEC technician may, in strict accordance with a work
order received from the separate Advanced Services affiliate, connect
the various network components and telecommunications services utilized
to provision the customer's Advanced Service. These connections could
include (but would not be limited to) the connection from an unbundled
loop to a DSLAM port identified by the affiliate, and the connection
from a DS1 special access service to an ATM switch port identified by
the affiliate. If the incumbent LEC provides these services to the
separate Advanced Services affiliate, it must provide the same services
under the same rates, terms, and conditions[^39] to unaffiliated
telecommunications carriers, and it must provide unaffiliated
telecommunications carriers access to the same process for sending work
orders to the incumbent LEC as the incumbent LEC provides to the
affiliate.[^40]

\(2\) An incumbent LEC technician may, in strict accordance with a work
order received from the separate Advanced Services affiliate, test the
customer's Advanced Service circuit after all of the various network
components and telecommunications services utilized to provision the
service have been connected together. In performing this test, the
technician may use whatever test systems or equipment are typically made
available to the technician. If the incumbent LEC provides these
services to the separate Advanced Services affiliate, it must provide
the same services under the same rates, terms, and conditions to
unaffiliated telecommunications carriers, and it must provide
unaffiliated telecommunications carriers access to the same process for
sending work orders to the incumbent LEC as the incumbent LEC provides
to the affiliate.[^41] If the test reveals any problems, the technician
may confirm that the work has been done in strict accordance with the
work order, and the technician may communicate the results of the test
to the Advanced Services Affiliate. The Advanced Services Affiliate is
solely responsible for changing the work order or issuing a new one
without any engineering or design assistance from the incumbent LEC,
unless the incumbent LEC offers such assistance for unaffiliated
advanced service providers on a non-discriminatory basis.

h\. [Installing and Testing any CPE Associated with the Customer's
Advanced Service.]{.underline} An incumbent LEC technician may, pursuant
to subparagraph 3(c), install and test CPE at the customer premises on
behalf of the separate Advanced Services affiliate. If the incumbent LEC
provides these services to the separate Advanced Services affiliate, it
must provide the same services under the same rates, terms, and
conditions[^42] to unaffiliated telecommunications carriers.

i\. [Advising the Customer of the Status of the Order.]{.underline}
Consistent with the customer care provisions of Subparagraph 3(a), an
incumbent LEC service representative may, on an exclusive basis on
behalf of the separate Advanced Services affiliate, provide ongoing
customer notification of service order progress and respond to customer
inquiries regarding the status of the customer's order. The incumbent
LEC service representative must obtain all information regarding the
status of the customer's Advanced Service order from the separate
Advanced Services affiliate.

j\. [Receipt and Isolation of Troubles Affecting the Customer's Advanced
Service.]{.underline} In the event that an end user customer contacts
the Bell Atlantic/GTE incumbent LEC to report a trouble that may affect
an Advanced Service provided by the separate Advanced Services
affiliate, the incumbent LEC may perform the following trouble-related
functions for the affiliate, provided that the same functions and
related processes and procedures provided to the affiliate are made
available to unaffiliated providers of Advanced Services in the same
state on non-discriminatory rates, terms, and conditions:

\(1\) Where the customer contacting the incumbent LEC is a customer of
the incumbent LEC, the incumbent LEC may perform a line test of
facilities the incumbent LEC uses to provide its services to the
customer, to indicate whether the trouble is associated with or affects
services provided to the customer by the incumbent LEC. If the incumbent
LEC's line test indicates that the trouble is associated with or affects
services provided to the customer by the incumbent LEC, the incumbent
LEC may resolve the trouble.

\(2\) Where the customer contacting the incumbent LEC is a customer of
the incumbent LEC, and the incumbent LEC's line test of facilities the
incumbent LEC uses to provide its services to the customer indicates
that the trouble is not associated with and**/**or does not affect
services provided to the customer by the incumbent LEC, the incumbent
LEC may transfer the trouble report (including the results of any line
test performed by the incumbent LEC) or refer or transfer the end user
customer to the separate Advanced Services affiliate. If the incumbent
LEC provides the separate Advanced Services affiliate such referral or
transfer services, the incumbent LEC shall offer the same referral or
transfer services to unaffiliated providers of Advanced Services, on
non-discriminatory rates, terms, and conditions.[^43] In the event that
the incumbent LEC uses an electronic system to transfer trouble reports
to its affiliate in a state, (i) the affiliate shall pay its appropriate
share of the costs of that system in accordance with the Commission's
accounting safeguards pursuant to 47 U.S.C. § 272 in accordance with
Paragraph 3 above and (ii) the incumbent LEC shall offer to develop in
that state, within 12 months of a written contract for development of
such access, nondiscriminatory access to the same electronic system for
unaffiliated Advanced Services providers. In the event that the
incumbent LEC uses an electronic system to transfer trouble reports to
its affiliate, the incumbent LEC shall also provide unaffiliated
Advanced Services providers the option of receiving trouble reports
through a public Internet connection. If more than one Advanced Services
provider requests access to the same electronic system used by the
incumbent LEC to transfer trouble reports to its affiliate, each
provider entering into a written contract to obtain such access will pay
its proportionate share of the costs associated with developing the
access based upon the number of providers requesting access. If the
requested access has already been developed for another provider, Bell
Atlantic/GTE shall provide the access without a development charge. Bell
Atlantic/GTE shall develop and pay for a training package, and the
requesting Advanced Services provider shall pay for the costs of
delivery of the training.

\(3\) Where the customer contacting the incumbent LEC is not a customer
of the incumbent LEC, but contacts the Bell Atlantic/GTE incumbent LEC
to report a trouble affecting an Advanced Service, the incumbent LEC
shall not perform testing on the line, but will refer the customer to
the customer's Advanced Services provider, if known,[^44] for resolution
of the trouble.

k\. [Repair of Troubles.]{.underline} A separate Advanced Services
affiliate is responsible for maintaining and repairing any Advanced
Services Equipment it owns or leases. To fulfill this responsibility, a
separate Advanced Services affiliate may contract with an incumbent LEC,
pursuant to the OI&M provisions of Subparagraph 3(c), to maintain and
repair Advanced Services Equipment owned or leased by the affiliate. If
the incumbent LEC provides these maintenance and repair services for
Advanced Services Equipment to the separate Advanced Services affiliate,
it must offer to provide the same services under the same rates, terms,
and conditions to unaffiliated providers of Advanced Services. All
maintenance and repair that is provided by the incumbent LEC, including
maintenance and repair in connection with its provision of
interconnection, unbundled network elements, or resold services, shall
be made available to the separate Advanced Services affiliate using the
same interfaces, processes, and procedures as are made available to
unaffiliated providers of Advanced Services.[^45]

l\. [Servicing the Customer's Account.]{.underline} Consistent with the
joint marketing and customer care provisions of Subparagraph 3(a), an
incumbent LEC service representative may, on an exclusive basis on
behalf of the separate Advanced Services affiliate, perform certain
tasks to service the account of a separate Advanced Services affiliate
customer. Specifically, these tasks are:

\(1\) on-going customer notification of service order progress,

\(2\) response to customer inquiries regarding the status of an order,

\(3\) changes to customer information, and

\(4\) receipt of customer complaints (other than receipt and isolation
of trouble reports, such as reports of service outages or service
impairment, which shall be processed in accordance with Subparagraph
4(j)).

m\. [Billing and Collecting for the Advanced Service.]{.underline} A
Bell Atlantic/GTE incumbent LEC may provide billing and collection
services consistent with the provisions of Subparagraph 3(b).

n\. [Transitional Mechanisms.]{.underline} In recognition of the fact
that the Bell Atlantic/GTE incumbent LECs provided most Advanced
Services prior to the Merger Closing Date and to minimize any disruption
to the efficient and timely delivery of Advanced Services to customers,
several transitional mechanisms have been adopted to permit an orderly
transition to the steady-state provisioning of Advanced Services
described in Subparagraphs (a) through (m) above:

\(1\) [Interim Line Sharing.]{.underline} This Paragraph shall apply
only when line sharing is not required as a result of a final,
non-appealable judicial decision. Pursuant to the provisions of
Subparagraph 3(d), an incumbent LEC may provide, on an exclusive basis,
Interim Line Sharing (as defined in Subparagraph 3(d)) including OI&M
functions associated with Interim Line Sharing to a separate Advanced
Services affiliate. The duration of this transition mechanism, with
respect to new activations, is dependent on when the Commission requires
Bell Atlantic/GTE to provide line sharing to unaffiliated
telecommunications carriers.

\(2\) [State Approvals for Providing New Activations of Advanced
Services.]{.underline} Pursuant to the provisions of Subparagraphs 5(a),
6(a), and 6(c), an incumbent LEC may continue to provide new activations
of Advanced Services in a state until the separate Advanced Services
affiliate is required to provide Advanced Services in strict accordance
with Subparagraphs 6(a) and 6(c) or is operating, pending such
approvals, in accordance with Subparagraph 5(a).

\(3\) [State Approvals for Providing Advanced Services to Embedded
Advanced Services Customers.]{.underline} Pursuant to the provisions of
Subparagraphs 5(a), 6(b) and 6(d), an incumbent LEC may continue to
provide Advanced Services to embedded customers in a state until the
later of 270 days after the Merger Closing Date or 30 days after Bell
Atlantic/GTE have obtained all necessary approvals in that state to
transfer or assign the embedded customers to the separate Advanced
Services affiliate.[^46] The affiliate is required to file for all such
approvals (other than approvals for asset transfers as described in
Subparagraphs 3(d) and 3(e)) prior to the Merger Closing Date, and the
incumbent LEC is required to file for any required tariff approvals
pursuant to Subparagraph 6(e).

\(4\) [Network Planning, Engineering, Design, and
Assignment.]{.underline} Pursuant to the provisions of Subparagraph
3(c), the incumbent LEC may, on an exclusive basis, provide network
planning, engineering, design and assignment services for Advanced
Services Equipment (including the creation and maintenance of customer
records) to the separate Advanced Services affiliate for a period of no
more than 180 days after the Merger Closing Date.

\(5\) [Advanced Services Equipment.]{.underline} Pursuant to the
provisions of Subparagraph 3d, the incumbent LEC may continue to own
Advanced Services Equipment that was installed no later than the date
that is specified in subparagraph 3(d). After Bell Atlantic/GTE is
required to provide all Advanced Services through a separate Advanced
Services affiliate in accordance with the provisions of Paragraph 6, if
the incumbent LEC permits the separate Advanced Services affiliate to
use such equipment (except for such equipment that is used to provide
Interim Line Sharing) the incumbent LEC must permit unaffiliated
telecommunications carriers to use the equipment under the same rates,
terms, and conditions.

\(6\) [Loop Information.]{.underline} Pursuant to the provisions of
Subparagraph 3(a), the incumbent LEC, when engaged in the joint
marketing permitted by Subparagraph 3(a), may access loop information
through an OSS interface that is not available to unaffiliated
telecommunications carriers for a period of no more than 180 days after
the Merger Closing Date. During this transition, unaffiliated
telecommunications carriers will be able to access the same loop
information as is available to the incumbent LEC but may do so through a
different interface.

5\. [Requests for State Approval and Schedule for Establishing Advanced
Services Affiliates.]{.underline} Bell Atlantic/GTE will establish the
separate Advanced Services affiliate(s) required by Section I in
accordance with the following provisions and schedule:

a\. In any state where Bell Atlantic/GTE will be providing Advanced
Services on the Merger Closing Date, the separate Advanced Services
affiliate(s) shall, prior to the Merger Closing Date: negotiate[^47] and
file for approval pursuant to 47 U.S.C. §§ 251 and 252 interconnection
agreement(s) with the affiliated incumbent LEC setting forth terms,
conditions and prices for the provision of interconnection,
telecommunications services, and network elements that the affiliated
incumbent LEC shall provide to the separate Advanced Services affiliate
for the purposes of the separate affiliate's provision of Advanced
Services. Such agreement(s) shall be sufficiently detailed to permit
telecommunications carriers to exercise effectively their
"pick-and-choose" rights under 47 U.S.C. § 252(i) and the Commission's
rules implementing that section. A telecommunications carrier may pick
and choose the specific types of OI&M services that the incumbent LEC
has agreed to provide to the separate Advanced Services affiliate in
that state. If a Bell Atlantic/GTE incumbent LEC provides OI&M services
to a separate Advanced Services affiliate within a state, the incumbent
LEC shall offer those OI&M services (excluding those OI&M services
associated with Interim Line Sharing) to unaffiliated telecommunications
carriers within the same state on a non-discriminatory basis. If the
interconnection agreement negotiated between the Bell Atlantic/GTE
incumbent LEC and its separate affiliate has not become effective within
90 days of the filing date pursuant to 47 U.S.C. § 252(e)(4), the
separate affiliate and the incumbent LEC, subject to applicable state
law, will operate for jurisdictionally interstate services as if the
interconnection agreement were in effect for those services.

b\. In any state where Bell Atlantic/GTE will be providing Advanced
Services on the Merger Closing Date, the separate Advanced Services
affiliate(s) shall, prior to the Merger Closing Date, consistent with
state law, file for any required state certifications (for intrastate
services) or approvals necessary for the separate affiliate to provide
Advanced Services.

c\. In any state where a Bell Atlantic/GTE incumbent LEC will provide
Advanced Services on the Merger Closing Date, Bell Atlantic/GTE shall
establish prior to the Merger Closing Date a separate Advanced Services
affiliate.

d\. Bell Atlantic/GTE shall incorporate and establish a separate
Advanced Services affiliate to provide Advanced Services prior to the
Merger Closing Date.

e\. Notwithstanding Subparagraphs b-d of this Paragraph or Paragraph 6
below, Bell Atlantic/GTE may provide Advanced Services through a Bell
Atlantic/GTE incumbent LEC (or other entity that does not comply with
the provisions of Paragraph 3) in any state until Bell Atlantic/GTE has
obtained all necessary state authorizations and approvals to provide
Advanced Services through the separate Advanced Services affiliate in
that state. Bell Atlantic/GTE shall make good-faith efforts to secure
the necessary state authorizations and approvals.

6\. [Providing Advanced Services through the Separate Advanced Services
Affiliate.]{.underline} Bell Atlantic/GTE shall phase-in the provision
of Advanced Services through its separate Advanced Services
affiliate(s), as follows:

a\. [New Activations for Advanced Services Customers that are Providers
of Internet Services.]{.underline} In each Bell Atlantic/GTE State, Bell
Atlantic/GTE shall provide new activations of Advanced Services to
customers that are providers of Internet services through a separate
Advanced Services affiliate no later than the later of: (i) the date on
which any asset transfers are completed pursuant to Paragraph 3(e) or
(ii) 180 days after the Merger Closing.[^48] Any tariffs necessary for
the separate Advanced Services Affiliate to provide such Advanced
Services shall be filed prior to the date on which Bell Atlantic/GTE is
required to provide new activations through an Advanced Services
affiliate, as defined in this Paragraph. The terms of this Subparagraph
a are established in recognition of, and are expressly contingent upon,
the fact that the FCC has determined that Advanced Services used to
provide Internet services are jurisdictionally interstate services. In
the event such services are determined to be jurisdictionally
intrastate, and state certification is required to provide new
activations of Advanced Services to customers that are providers of
Internet services through a separate Advanced Services affiliate, the
obligations of this Subparagraph a shall apply 30 days after state
approval of any necessary tariffs that the state deems required for the
separate Advanced Services affiliate to provide new activations of
Advanced Services to customers that are providers of Internet services.

b\. [Incumbent LEC's Embedded Base of Advanced Services Customers That
Are Providers of Internet Services.]{.underline} In each Bell
Atlantic/GTE State, any Advanced Services provided by Bell
Atlantic/GTE's incumbent LEC in that state to customers that are
providers of Internet services shall be transferred or assigned, along
with the associated customer relationship, to the separate Advanced
Services affiliate no later than the later of: (i) the date on which any
asset transfers are completed pursuant to Paragraph 3e or (ii) 180 days
after the Merger Closing Date. Any tariffs necessary for the separate
Advanced Services Affiliate to provide such Advanced Services shall be
filed prior to the date on which Bell Atlantic/GTE is required to
provide Advanced Services to the incumbent LEC's embedded base of
customers that are providers of Internet services. The terms of this
Subparagraph b are established in recognition of, and are expressly
contingent upon, the fact that the Commission has determined that
Advanced Services used to provide Internet services are jurisdictionally
interstate access services. In the event such services are determined to
be jurisdictionally intrastate, and state certification is required to
transfer Advanced Services provided by Bell Atlantic/GTE's incumbent LEC
to customers that are providers of Internet services to the separate
Advanced Services affiliate, the obligations of this Subparagraph b
shall apply 30 days after state approval of any necessary tariffs,
certifications, or agreements that the state deems required for the
separate Advanced Services affiliate to provide Advanced Services to
customers that are providers of Internet services if later than the date
set forth in (i) and (ii) above.

c\. [New Activations for Other Advanced Services Customers.]{.underline}
In each Bell Atlantic/GTE State, Bell Atlantic/GTE shall provide new
activations of Advanced Services to customers that are not providers of
Internet services through a separate Advanced Services affiliate no
later than the later of: (i) the date on which any asset transfers are
completed pursuant to Paragraph 3(e); or (ii) 180 days after the Merger
Closing Date.[^49] Any tariffs necessary for the separate Advanced
Services Affiliate to provide such Advanced Services shall be filed
prior to the date on which Bell Atlantic/GTE is required to provide new
activations through an Advanced Services affiliate, as defined in this
Paragraph.

d\. [Incumbent LEC's Embedded Base of Other Advanced Services
Customers.]{.underline} In each Bell Atlantic/GTE State, any Advanced
Services provided by Bell Atlantic/GTE's incumbent LEC in that state to
customers that are not providers of Internet services shall be
transferred or assigned, along with the associated customer
relationship, to the separate Advanced Services affiliate no later than
the later of: (i) 30 days after state approval of any necessary
certification, tariffs, or any other required state authorization, (ii)
30 days after state approval of all necessary agreements, including any
agreement to transfer or assign customers from the incumbent LEC to the
separate Advanced Services affiliate, (iii) 180 days after the Merger
Closing Date, or (iv) completion of any asset transfers pursuant to
Paragraph 3(e). Any tariffs necessary for the separate Advanced Services
Affiliate to provide such Advanced Services shall be filed prior to the
date on which Bell Atlantic/GTE is required to provide Advanced Services
to the incumbent LEC's embedded base of customers that are not providers
of Internet services.

e\. [Existing Tariffs.]{.underline} To comply with the requirements of
this Paragraph, Bell Atlantic/GTE shall, no later than the date on which
the separate Advanced Services affiliate may begin offering Advanced
Services to existing customers of the incumbent LEC in a state, (i) file
any necessary tariff changes with the Commission and/or the state
commission to terminate the offering of such Advanced Service by the
incumbent LEC, and (ii) cease initiating any marketing or sales of such
Advanced Service by the incumbent LEC. Notwithstanding the requirements
of Subparagraphs a and c above, until such tariff changes are approved
by the Commission and/or the state commission (including any mandatory
customer notification period), the Bell Atlantic/GTE incumbent LEC shall
comply with such tariffs as then in effect if the incumbent LEC receives
a request for a new activation of an Advanced Service.

f\. [State Denial.]{.underline} Notwithstanding Paragraphs 5(a) and
6(a)-6(d), if a state commission fails to provide the necessary
approvals within 180 days of the Merger Closing Date, so that Bell
Atlantic/GTE's Advanced Service Affiliate is impaired from providing
Advanced Services in strict accordance with these Conditions, Bell
Atlantic/GTE shall petition the Chief of the Common Carrier Bureau for
an extension of the relevant deadline. During the pendency of the waiver
request, Bell Atlantic/GTE and its Advanced Service Affiliate shall
continue to operate as if the transition period had not expired.

g\. [Transition Period.]{.underline} In the Bell Atlantic/GTE Service
Areas in each Bell Atlantic/GTE State, until such time as Bell
Atlantic/GTE is required, pursuant to the provisions of subparagraph a,
, or c, above to provide new activations of Advanced Services through
the separate Advanced Services affiliate in that state, Bell
Atlantic/GTE shall be permitted to provision such services in that state
in the following manner, which is intended to be the "functional
equivalent" of provisioning service through a separate Advanced Services
affiliate.[^50]

\(1\) Either the Bell Atlantic/GTE incumbent LEC or the separate
Advanced Services affiliate may joint market Advanced Services to
customers;

\(2\) Except for orders that contain ADSL service that uses Interim Line
Sharing, as provided for in Paragraph 7, customer orders for Advanced
Services obtained by the incumbent LEC must be passed to the separate
Advanced Services affiliate for processing. For customer orders that
contain ADSL service that uses Interim Line Sharing, as provided for in
Paragraph 7, the incumbent LEC may, on an exclusive basis pursuant to a
written agreement with the separate Advanced Services affiliate, process
the order;

\(3\) Except for orders that contain ADSL service that uses Interim Line
Sharing, as provided for in Paragraph 7, the separate Advanced Services
affiliate shall order the facilities and/or services needed to provide
the Advanced Service from the incumbent LEC.[^51] Within 180 days of the
Merger Closing Date, the separate Advanced Services affiliate shall
order such facilities utilizing the same interfaces with the incumbent
LEC as the incumbent LEC provides to unaffiliated providers of Advanced
Services. For customer orders that contain ADSL service that uses
Interim Line Sharing, as provided for in Paragraph 7, the incumbent LEC
may, on an exclusive basis pursuant to a written agreement with the
separate Advanced Services affiliate, order the facilities needed to
provide the ADSL service; and

\(4\) Any Advanced Services orders received by the separate Advanced
Services affiliate shall be passed to the incumbent LEC, which shall
provide Advanced Services to the Bell Atlantic/GTE customer. The Bell
Atlantic/GTE incumbent LEC may lease from the separate Advanced Services
affiliate any Advanced Services Equipment required for the incumbent LEC
to provide any Advanced Service.

7\. [Provisioning of Interim Line Sharing to the Separate Advanced
Services Affiliate.]{.underline} This Paragraph shall apply only when
line sharing is not required as a result of a final, non-appealable
judicial decision . Notwithstanding the non-discrimination provisions of
Paragraph 3 above, a Bell Atlantic/GTE incumbent LEC may provide Interim
Line Sharing (as defined in Subparagraph 3d), including OI&M functions
associated with Interim Line Sharing, to a separate Advanced Services
affiliate on an exclusive basis in accordance with the following
provisions:

a\. The Bell Atlantic/GTE incumbent LEC may provide Interim Line Sharing
capability to the separate Advanced Services affiliate within a certain
geographic area for the provision of Advanced Services activated prior
to the time that line sharing is provided to unaffiliated providers of
Advanced Services within the same geographic area.[^52]

b\. The Bell Atlantic/GTE incumbent LEC shall establish and make
available through interconnection agreements with the separate Advanced
Services affiliate (and with unaffiliated telecommunications carriers
pursuant to the provisions of Paragraph 13) surrogate charges for the
costs incurred in making available an unbundled local loop capable of
providing Advanced Services (such as ADSL) in combination with voice
grade services ("Surrogate Line Sharing Charges"). For purposes of this
Section I, "voice grade service" means the transmission of an analog
signal within an approximate bandwidth of 300 to 3000 Hz. The Surrogate
Line Sharing Charges shall be 50 percent of the lowest monthly recurring
charge, 50 percent of the lowest non-recurring line or service
connection charge and 100 percent of the lowest non-recurring service
order charge (i.e., there is no discount for the service order charge),
for the unbundled local loop then effective that have been established
by the state commission pursuant to 47 U.S.C. § 252(d)(1). The lowest
non-recurring charges used in calculating the Surrogate Line Sharing
Charges shall be the set of non-recurring charges contained in a tariff
and/or single interconnection agreement for which the sum of the
non-recurring line or service connection charge and the non-recurring
service order charge is the lowest. The Bell Atlantic/GTE incumbent LEC
shall charge the separate Advanced Services affiliate these Surrogate
Line Sharing Charges for the affiliate's shared use of a local loop if:
(i) the Bell Atlantic/GTE incumbent LEC is able to provision the
Advanced Service of the separate Advanced Services affiliate over the
same loop that the incumbent LEC is using to provide voice grade
services on either a retail or wholesale basis, and (ii) the Advanced
Service is within a spectral mask that is compatible with the incumbent
LEC's voice grade service and the filters used by the incumbent LEC to
provide Interim Line Sharing. The compatibility standard in the previous
sentence shall be presumptively met if the Advanced Service utilizes a
technology for which the spectral mask complies with an
industry-recognized standard that would be compatible with both (i) the
incumbent LEC's voice grade service, and (ii) the filters specified in
Annex E to ANSI standard T1.413-1998. For any other technology, the
separate Advanced Services affiliate may meet the compatibility standard
by showing that the technology (i) would be compatible with the
incumbent LEC's voice grade service and (ii) is compatible with the
filters specified in Annex E to ANSI standard T1.413-1998. Surrogate
Line Sharing Charges shall not apply retroactively to charges for an
unbundled loop incurred prior to the effective date of the Surrogate
Line Sharing Charges, but will apply to charges incurred after the
effective date of the Surrogate Line Sharing Charges for both (i)
recurring charges for qualifying loops in service, and (ii) recurring
and non-recurring charges for new installations of qualifying loops. In
order to be entitled to the Surrogate Line Sharing Charges, however, the
Bell Atlantic/GTE separate Advanced Services affiliate must certify to
the incumbent LEC that it is not providing voice grade service in
conjunction with Advanced Services over the broadband channel. The
Surrogate Line Sharing Charge may be billed through credits, true-ups,
or other billing mechanisms provided, however, that such credits,
true-ups or other mechanisms are applied within 60 days of the initial
billing for the service.

8\. The separate Advanced Services affiliate(s) required by this Section
shall, to the extent that they provide jurisdictionally interstate
services,[^53] be regulated by the Commission as non-dominant carrier(s)
with respect to the provision of Advanced Services.[^54] The separate
Advanced Services affiliate shall comply with the Commission's rules
regarding tariffs, including the Commission's rule that non-dominant
telecommunications carriers that provide interstate access services are
subject to permissive detariffing.

9\. The Performance Measurements required by Section V of these
Conditions shall be reported separately to the Commission, on a
proprietary basis and in accordance with Paragraph 1 of Attachment A, by
each Bell Atlantic/GTE incumbent LEC for each separate Advanced Services
affiliate required by this Section I to the extent that such Performance
Measurements are applicable. These Performance Measurements reports
shall only be made available to other parties subject to a protective
agreement. Within 30 days of the Merger Closing Date, Bell Atlantic/GTE
shall propose to the Chief of the Common Carrier Bureau an additional
performance measurement, or an additional sub-measurement, to measure
Bell Atlantic/GTE's performance with respect to the provisioning of line
sharing. Within 90 days of receiving written notice that the Chief of
the Common Carrier Bureau agrees that a line sharing measurement should
be implemented, Bell Atlantic/GTE shall implement the new measurement
consistent with the provisions of Section V.[^55]

10\. In setting the annual bonuses paid to officers and management
employees of a separate Advanced Services affiliate, Bell Atlantic/GTE
shall give substantial weight to the performance of the separate
Advanced Services affiliate.

11\. [Separate Advanced Services Affiliate Sunset
Provisions.]{.underline} The requirements of this Section I requiring
Bell Atlantic/GTE to provide Advanced Services through one or more
separate affiliates, as described in this Section, shall terminate
immediately upon any of the following events:

a\. In each Bell Atlantic/GTE State, the date that is the later of (i)
42 months after the Merger Closing Date or (ii) 36 months after the
incumbent LEC ceases to process trouble reports for the separate
Advanced Services affiliate on an exclusive basis under the provisions
of Subparagraph 3h; or

b\. The date upon which (i) legislation enacted by the U.S. Congress
that specifically prohibits the Commission from requiring incumbent LECs
to establish separate affiliates for the provision of Advanced Services
becomes law, and (ii) the Commission modifies its rules and regulations
in a manner that materially changes the substance of what is covered in
this Section I (e.g., if the Commission were to establish rules that
prohibit an incumbent LEC from providing joint marketing to the separate
Advanced Services affiliate on an exclusive basis, or rules that
prohibit an incumbent LEC from providing OI&M services to the separate
Advanced Services affiliate on a non-discriminatory basis, either such
change would be an example of a change that would be considered a
material change).

c\. Subject to the sunset provisions of Subparagraphs 11a-b, nine months
after the date upon which a final and non-appealable judicial decision
by a court of competent jurisdiction determines that the separate
Advanced Services affiliate must be deemed a successor or assign of the
incumbent LEC for the purposes of applying 47 U.S.C. §§ 153(4) or
251(h). However, such a judicial decision that is based in whole or in
substantial part on conduct of, or relationship between, the Bell
Atlantic/GTE incumbent LEC and/or the separate Advanced Services
affiliate not expressly permitted by these Conditions, shall not be a
basis for terminating any of the separate affiliate provisions of this
Section I.

12\. Upon the date that Bell Atlantic/GTE determines, as a result of one
or more of the provisions of Paragraph 11 above, to no longer provide
Advanced Services through a separate affiliate in a particular state,
then Bell Atlantic/GTE shall be required to comply with the following
provisions in that state until the date that is 48 months after the
Merger Closing Date:

a\. The Discounted Surrogate Line Sharing Charge provisions of
Paragraphs 7b and 13, if the Bell Atlantic/GTE incumbent LEC uses
Interim Line Sharing (as defined in Paragraph 3d) to provide new
activations of ADSL service;

b\. The Advanced Services OSS discount provisions of Paragraph 25;

c\. The incumbent LEC shall provide Advanced Services through a separate
Advanced Services office or division within the LEC and shall comply
with the following provisions:

\(1\) The Advanced Services office or division within the LEC will
continue to use the same interfaces, processes, and procedures made
available by the incumbent LEC to unaffiliated providers of Advanced
Services for pre-ordering, ordering, provisioning, and repair and
maintenance of Advanced Services;

\(2\) The Bell Atlantic/GTE retail operations within the incumbent LEC
shall use the interfaces available to CLECs for processing a substantial
majority (i.e., at least 75 percent of pre-order inquiries and at least
75 percent of orders) of Advanced Services orders;

d\. The incumbent LEC will continue to make available to unaffiliated
Advanced Services providers the OI&M services that were previously made
available to such providers by the LEC pursuant to these Conditions; and

e\. The incumbent LEC shall provide unaffiliated telecommunications
carriers with the same OI&M services at the customer premises that it
provides for its own retail operations in the same Bell Atlantic/GTE
State with respect to the offering of Advanced Services.

f.  The incumbent LEC shall be required to provide the enhanced OSS
    interfaces for provisioning Advanced Services as discussed in
    Paragraph 18, below.

**II.** **Discounted Surrogate Line Sharing Charges**

13\. This Paragraph shall apply only when line sharing is not required
as a result of a final, non-appealable judicial decision. The terms for
Surrogate Line Sharing Charge discounts offered by Bell Atlantic/GTE to
unaffiliated providers of Advanced Services for inclusion in
interconnection agreements shall reflect the following:

a\. In any geographic area where the Bell Atlantic/GTE incumbent LEC
either (i) provides Interim Line Sharing for new activations of ADSL
service to a separate Advanced Services affiliate per the provisions of
Paragraph 7, above, or (ii) utilizes Interim Line Sharing to provide new
activations of ADSL service provided by the incumbent LEC, the incumbent
LEC shall charge unaffiliated providers of Advanced Services the same
Surrogate Line Sharing Charges as described in Paragraph 7 for use of an
unbundled local loop in the same geographic area, where: (i) the
unaffiliated provider purchases the unbundled local loop to provide
Advanced Services only and does not use the unbundled local loop to
provide any voice grade service; (ii) the unaffiliated provider's
Advanced Services are provided to an end user customer to whom the
incumbent LEC provides voice grade service, on either a retail or
wholesale basis, at the same premises; and (iii) the unaffiliated
provider's Advanced Services are within a spectral mask that would, if
line sharing were available, be compatible with the incumbent LEC's
voice grade service and the filters used by the incumbent LEC to provide
Interim Line Sharing. The compatibility standard in the previous
sentence shall be presumptively met if the unaffiliated provider's
Advanced Services utilize a technology for which the spectral mask
complies with an industry-recognized standard that would be compatible
with both (i) the incumbent LEC's voice grade service, and (ii) the
filters specified in Annex E to ANSI standard T1.413-1998. For any other
technology, the unaffiliated provider of Advanced Services may meet the
compatibility standard by showing that the technology (i) would be
compatible with the incumbent LEC's voice grade service and (ii) is
compatible with the filters specified in Annex E to ANSI standard
T1.413-1998.

b\. Surrogate Line Sharing Charges shall not apply retroactively to
charges for an unbundled loop incurred prior to the effective date of
the Surrogate Line Sharing Charges, but will apply to charges incurred
after the effective date of the Surrogate Line Sharing Charges for both
(i) recurring charges for qualifying loops in-service, and (ii)
recurring and non-recurring charges for new installations of qualifying
loops. Bell Atlantic/GTE may provide the Surrogate Line Sharing Charges
discounts through credits, true-ups, or other billing mechanisms,
provided, however, that such credits, true-ups or other mechanisms are
applied within 60 days of the initial billing for the service. To obtain
the Surrogate Line Sharing Charges, a telecommunications carrier must
provide written notification (which may include e-mail) to Bell
Atlantic/GTE identifying the unbundled loops that it is using or will
use to provide a qualifying Advanced Service. For unbundled loops
ordered after the effective date of the Surrogate Line Sharing Charges,
notification must be given at the time the order is placed. For
unbundled loops in service prior to the effective date of the Surrogate
Line Sharing Charges, the Surrogate Line Sharing Charges will only apply
to unbundled loops for which such notification is received within 30
days of the date that Bell Atlantic/GTE notifies the telecommunications
carrier that the Surrogate Line Sharing Charges are in effect. Not less
than 3 business days after the availability of Surrogate Line Sharing
Charges in the relevant geographic area, Bell Atlantic/GTE shall provide
notice of that availability to telecommunications carriers having
unbundled loops in service in that geographic area as of the effective
date of the Surrogate Line Sharing Charges.

c\. Unaffiliated providers of Advanced Services that obtain unbundled
local loops for the Surrogate Line Sharing Charges shall, on a quarterly
basis, certify to Bell Atlantic/GTE and the appropriate state commission
that they are using all unbundled local loops provided at the Surrogate
Line Sharing Charges in accordance with Subparagraph a above. Bell
Atlantic/GTE shall have the right to hire, at its own expense, an
independent third-party auditor to perform all necessary audits and
inspections needed to assure that unbundled local loops provided for the
Surrogate Line Sharing Charges are used in accordance with Subparagraph
b above. Unaffiliated providers of Advanced Services that obtain
unbundled local loops for the Surrogate Line Sharing Charges shall agree
to cooperate in the performance of such audits and inspections.[^56]
Audit information shall be restricted to Bell Atlantic/GTE regulatory,
legal, and/or wholesale personnel, and Bell Atlantic/GTE shall prohibit
those personnel from disclosing audit-related, customer-specific or
company-specific proprietary information to Bell Atlantic/GTE retail
personnel.[^57] If Bell Atlantic/GTE conducts any audit of an
unaffiliated Advanced Service provider's use of unbundled local loops in
a state, under this Subparagraph c, Bell Atlantic/GTE's annual
compliance report for the calendar year in which the investigation was
concluded shall describe the uses of shared loops by Bell Atlantic/GTE's
separate Advanced Services affiliate(s) in the same state.

d\. Any unaffiliated provider of Advanced Services found by the
appropriate state commission to have violated the use restrictions of
this Paragraph or that fails to cooperate in an audit may be denied the
Surrogate Line Sharing Charges on any unbundled local loop for which the
use restrictions or audit provisions are violated. In addition, any such
provider that intentionally and repeatedly violates the use restrictions
of Subparagraph a may be denied the Surrogate Line Sharing Charges for
unbundled local loops ordered or installed after the date of such a
finding by a state commission.

e\. Bell Atlantic/GTE shall waive all non-recurring charges for new
installations of line sharing on behalf of unaffiliated providers of
Advanced Services, where such new installations are (i) ordered no later
than 60 days after the date on which line sharing is offered to
unaffiliated providers of Advanced Services in the geographic area ("the
line sharing date"), with a requested installation date of no later than
90 days after the line sharing date and (ii) installed to replace an
unbundled local loop provided at the Surrogate Line Sharing Charges at
the same customer premises to the same provider of Advanced Services. In
addition, for line sharing installations meeting the requirements of the
previous sentence, Surrogate Line Sharing Charges shall continue to
apply to the unbundled loop until Bell Atlantic/GTE has completed all
work necessary for the conversion to line sharing to be completed.
Unless the Commission establishes other notification requirements for
deployment of line sharing, Bell Atlantic/GTE shall provide unaffiliated
providers of Advanced Services not less than 60 days advance notice of
the line sharing date.

**III. Loop Conditioning Charges and Cost Studies**

14\. No later than 180 days after the Merger Closing Date, Bell
Atlantic/GTE shall file cost studies and proposed rates for conditioning
xDSL loops in the Bell Atlantic/GTE Service Area within each Bell
Atlantic/GTE State that has not already started or completed cost
proceedings for these services. Bell Atlantic/GTE's cost studies and
proposed rates shall be prepared in compliance with the methodology set
forth in the Commission's and the relevant state commission's pricing
rules for UNEs. The cost-based rates resulting from these proceedings
shall be effective in that state. In Bell Atlantic/GTE States where
rates have not been approved by the state commission or are not in
effect for the removal of load coils, bridged taps, and/or voice-grade
repeaters, Bell Atlantic/GTE shall make available to Advanced Services
providers, pending the approval of state-specific rates and subject to
true-up, the rates for these xDSL loop conditioning services that are
contained in any effective interconnection agreement, to which any Bell
Atlantic/GTE incumbent LEC is a party, that is identified by the
Advanced Services provider in any state, provided that the rates for
these services provided in the agreement are greater than zero.
Provided, however, that during this interim period and subject to
true-up, unbundled loops of less than 12,000 feet (based on theoretical
loop length) that could be conditioned to meet the minimum requirements
defined in the associated technical publications of Bell Atlantic and of
GTE through the removal of load coils, bridged taps, and/or voice grade
repeaters will be conditioned at no charge to the requesting Advanced
Services provider. Where a Bell Atlantic/GTE incumbent LEC identifies
conditioning (with associated conditioning charges) that is necessary
for an unbundled loop ordered by a provider of Advanced Services, Bell
Atlantic/GTE will obtain the provider's authorization to perform, and
agreement to pay for, each type of conditioning before proceeding with
any conditioning work. [^58] The foregoing interim provisions do not
constitute or reflect any determination by the Commission regarding the
lawfulness or appropriateness of the interim rates, and are not intended
to delay or otherwise influence approval of state-specific rates by
other state commissions in the Bell Atlantic/GTE States.

**IV. Non-discriminatory Rollout of xDSL Services**

15\. Bell Atlantic/GTE shall take the following steps to ensure that its
deployment of xDSL services (viewed on an aggregated basis and including
existing deployment, without regard to the entity through which Bell
Atlantic/GTE provides those services) in the Bell Atlantic/GTE Service
Area is not discriminatory:

a\. In consultation with the relevant state commission, if the state
commission chooses to engage in such consultation, Bell Atlantic/GTE
shall within 90 days of the Merger Closing Date reasonably classify all
Bell Atlantic/GTE wire centers as either urban or rural wire centers for
purposes of this Paragraph.

b\. Bell Atlantic/GTE shall identify the 10 percent of urban wire
centers within the Bell Atlantic/GTE Service Area in each Bell
Atlantic/GTE State that have the greatest number of low-income
households, as estimated by using the latest available census data ("Low
Income Urban Pool"). After the date that is 180 days after the Merger
Closing Date, by the time Bell Atlantic/GTE has deployed xDSL in at
least 20 urban wire centers in a particular state, and for at least 36
months thereafter, at least 10 percent of the urban wire centers in
which Bell Atlantic/GTE deploys xDSL in that state shall be wire centers
from the Low Income Urban Pool.

c\. Bell Atlantic/GTE shall identify the 10 percent of rural wire
centers within the Bell Atlantic/GTE Service Area in each Bell
Atlantic/GTE State that have the greatest number of low-income
households, as estimated by using the latest available census data ("Low
Income Rural Pool"). After the date that is 180 days after the Merger
Closing Date, by the time Bell Atlantic/GTE has deployed xDSL in at
least 20 rural wire centers in a particular state, and for at least 36
months thereafter, at least 10 percent of the rural wire centers in
which Bell Atlantic/GTE deploys xDSL in that state shall be wire centers
from the Low Income Rural Pool.

d\. Bell Atlantic/GTE shall file a quarterly report with the Commission
describing the status of its xDSL roll-out. This report shall include
xDSL deployment information by Bell Atlantic/GTE state, including the
number and name/location of urban and rural wire centers and low-income
wire centers where Bell Atlantic/GTE has deployed xDSL. The report shall
be submitted 180 days after the Merger Closing Date and on a quarterly
basis thereafter.

**ENSURING OPEN LOCAL MARKETS**

**V. Carrier-to-Carrier Performance Plan (Including Performance
Measurements)**

16\. In the Bell Atlantic/GTE Service Area, Bell Atlantic/GTE shall
implement the Carrier-to-Carrier Performance Assurance Plan ("the Plan")
described herein and in Attachment A. The Plan has two elements. First,
it requires Bell Atlantic/GTE to report, on a monthly basis and in each
of the Bell Atlantic/GTE States, its performance in the 17 measurement
categories (with sub-measurements) identified in Attachments A-1a and
A-1b that address functions that may have a particularly direct effect
on Bell Atlantic/GTE's local competitors and their customers. This
information will be made available on an Internet web-site and will
provide the Commission, state commissions, and CLECs new tools to verify
and benchmark Bell Atlantic/GTE's performance in these measurement and
sub-measurement categories.[^59] Second, the Plan obligates Bell
Atlantic/GTE to make voluntary payments of up to \$1.164 billion over 3
years to the U.S. Treasury based on Bell Atlantic/GTE's performance in
the measurement categories identified in Attachments A-1a and A-1b.
These payments may reach as much as \$259 million in the first year,
\$389 million in the second year, and \$516 million in the third year.
The \$1.164 billion total voluntary payment for which Bell Atlantic/GTE
may be liable may be reduced by up to \$125 million if Bell Atlantic/GTE
completes the OSS commitments provided for in these Conditions ahead of
schedule. [See]{.underline} Attachment A, Paragraph 11. The Plan does
not limit the authority of any state to adopt additional or different
state performance monitoring requirements or associated remedies.

17\. The Plan shall be effective for the Bell Atlantic/GTE Service Area
within each Bell Atlantic/GTE State until the earlier of (i) 36 months
after the date that Bell Atlantic/GTE is first potentially obligated to
make Plan payments for that state, (ii) for the Bell Atlantic Service
Areas on a state-by-state basis, the first date on which Bell Atlantic
is authorized to provide in-region, interLATA services in that state
pursuant to 47 U.S.C. § 271(d)(3), or (iii) on a state-by-state basis,
the effective date of a comprehensive performance plan adopted by a
state commission applicable to Bell Atlantic/GTE.[^60] Not later than 10
business days after the relevant deadlines under this Section V, Bell
Atlantic/GTE shall file with the Secretary of the Commission notices
regarding its satisfaction of the deadlines listed below.

a\. In the Bell Atlantic Service Areas, Bell Atlantic/GTE shall
implement the performance measurements shown on Attachments A-2a and
A-5a (which are based on the performance plan adopted by the New York
Public Service Commission in connection with Bell Atlantic's Section 271
proceeding) and provide the Commission with 2 months of performance data
on these measurements, by the first day of the first month that begins
more than 90 days after the Merger Closing Date. Beginning with the
first month that starts at least 270 days after the Merger Closing Date,
Bell Atlantic/GTE's performance shall be used to determine whether Bell
Atlantic/GTE shall be obligated to make voluntary payments to the U.S.
Treasury, as set forth in the Plan. Bell Atlantic/GTE's performance in
prior months shall not be used to determine whether Bell Atlantic/GTE
shall make voluntary payments.

#  b. For the GTE Service Areas, Bell Atlantic/GTE shall implement the performance measurements shown in Attachments A-2b and A-5b (which are based on the California Public Utilities Commission's performance plan applicable to GTE) and provide 2 months of performance data on these measurements, by the first day of the first month that begins more than 90 days after the Merger Closing Date, except for performance measurements PR-3 and NP-2 which shall be implemented no later than 150 days after the Merger Closing Date. Beginning with the first month that starts at least 270 days after the Merger Closing Date, Bell Atlantic/GTE's performance shall be used to determine whether Bell Atlantic/GTE shall be obligated to make voluntary payments to the U.S. Treasury, as set forth in the Plan. Bell Atlantic/GTE's performance in prior months shall not be used to determine whether Bell Atlantic/GTE shall make voluntary payments.

**VI. Uniform and Enhanced OSS and Advanced Services OSS**

18\. Within 90 days after the Merger Closing Date, Bell Atlantic/GTE
will develop a plan to implement uniform, electronic OSS interfaces and
business rules (including for pre-ordering and ordering components used
to provide digital subscriber line ("xDSL") and other Advanced Services)
within the Bell Atlantic Service Areas and separately within the GTE
Service Areas. This plan shall also address how Bell Atlantic/GTE will
implement uniform transport and security protocols, but not business
rules, across the merged Bell Atlantic/GTE Service Areas. The OSS
interfaces proposed in the plan shall be commercially ready, uniform
application-to-application interfaces using standards and guidelines as
defined, adopted, and periodically updated by the Alliance For
Telecommunications Industry Solutions ("ATIS") for OSS, e.g., Electronic
Data Interchange ("EDI") and Common Object Request Broker Architecture
("CORBA") and graphical user interfaces (e.g. GUI Version 3 and WISE
Phase 1) that support the pre-ordering, ordering, provisioning,
maintenance/repair, and billing of resold local services and unbundled
network elements ("UNEs") that meet the requirements of 47 U.S.C.
§ 251(c)(3).For purposes of these Conditions, "uniform interfaces" means
interfaces that present telecommunications carriers that are users of
the interfaces with the same version(s) of industry standards for data
formatting specifications, and transport and security protocols.[^61]

19\. a. The Plan shall include an assessment of Bell Atlantic's and
GTE's existing interfaces and business rules, and Bell Atlantic's and
GTE's plans for developing and deploying uniform
application-to-application interfaces and business rules for OSS within
the Bell Atlantic Service Areas and separately within the GTE Service
Areas.[^62] The Plan will also report on existing commitments related to
interfaces and business rules, including any outstanding scheduled
changes, resulting from collaborative proceedings conducted with CLECs
as part of the [Petition of New York Telephone Company for Approval of
its Statement of Generally Available Terms and Conditions Pursuant to
Section 252 of the Telecommunications Act of 1996 and Draft Filing of
Petition for InterLATA Entry Pursuant to Section 271 of the
Telecommunications Act of 1996]{.underline}, Case 97-C-0271 proceeding
before the New York Public Service Commission ("New York Proceeding"),
the [Commission Order Instituting Rulemaking, on the Commission's Own
Motion into Monitoring Performance of Operating Systems]{.underline},
R.97-10-016 proceeding before the California Public Utilities Commission
("California Proceeding"), [Status of Local Telephone
Competition]{.underline}, Docket TX98010010, NJBPU, and the proceedings
conducted in accordance with [MCI WorldCom, Inc. and AT&T Corp. v. Bell
Atlantic Corporation]{.underline}, File No. EAD 99-003 ("FCC
Proceeding"). For those OSS interfaces and business rule changes for
which collaborative proceedings have been conducted, these changes will
be implemented under the schedules adopted in these proceedings. In
addition, the Plan will specify OSS interface or business rule
uniformity issues for the Bell Atlantic Service Areas and separately for
the GTE Service Areas which Bell Atlantic and GTE determine have not
been addressed in these collaborative proceedings. For these issues, the
Plan will specify the type of collaborative process and schedule that
will be used to address these issues. The target date for completion of
the Plan is 90 days after the Merger Closing Date.

b\. Where the Plan specifies a collaborative process to address OSS
interface or business rule uniformity issues within the Bell Atlantic
Service Areas or separately within the GTE Services Areas, the
collaborative process selected will be based on the processes conducted
in the New York, New Jersey, California, or FCC Proceedings, or included
in the SBC/Ameritech Conditions in [Applications of Ameritech Corp.,
Transferor, and SBC Communications Inc., Transferee, For Consent to
Transfer Control of Corporations Holding Commission Licenses and Lines
Pursuant to Sections 214 and 310(d) of the Communications Act and Parts
5, 22, 24, 25, 63, 90, 95 and 101 of the Commission's
Rules]{.underline}, CC Docket No. 98-141 (rel. Oct. 8, 1999). The target
date for completion of any necessary collaboratives is 90 days after
submission of the Plan. Bell Atlantic/GTE and all of the CLECs
participating in the workshop shall seek to reach a written agreement
resolving the issues raised. If these parties cannot reach a written
agreement prior to the target date for completion of the collaborative,
the disputed issues may be resolved pursuant to the process specified in
Paragraph 21. The collaborative process envisioned and described herein
is understood to be broad enough to allow CLECs to comment on the Plan
of Record and the scope of the Plan of Record. Where the Plan does not
specify a collaborative process, CLECs nonetheless shall have the
opportunity to comment on the Plan of Record and the scope of the Plan
of Record, and to request that such issues be addressed in a
collaborative process, as described above. To the extent that Bell
Atlantic/GTE and CLECs cannot reach agreement regarding the scope of the
collaborative process, they may be resolved through arbitration process
set forth in Paragraph 21.

c\. The Plan will also include Bell Atlantic/GTE's plans for developing
and deploying uniform transport and security protocols, but not business
rules, across the merged Bell Atlantic/GTE Service Areas. For purposes
of these Conditions, "uniform transport and security protocols" means
that telecommunications carriers that are users of the interfaces will
be presented with the same version(s) of industry standards for
transport and security protocols, but not data format specifications.
Nothing in this subparagraph or in this Section shall be construed to
require that OSS business rules be uniform between the Bell Atlantic
Service Areas and the GTE Service Areas.

d\. The Plan will also include Bell Atlantic/GTE's plans for developing
and providing to CLECs the pre-order, ordering, and maintenance/repair
functions specified in Attachment B-1, and application-to-application
ordering capability for the products specified in Attachment B-2. The
forms, business rules, and methods for performing the specified
functions and for ordering and provisioning the specified products may
not be uniform between the Bell Atlantic Service Areas and the GTE
Service Areas. The terms, conditions and prices or rates for the
specified functions and products will be determined by tariffs,
statements of generally available terms and conditions, or
interconnection agreements and may not be uniform.

e\. The target date for implementation[^63] of changes to OSS interfaces
and business rules proposed in the plan is within 24 months after the
completion of the collaborative process in Bell Atlantic Service Areas
and within 24 months after the completion of the collaborative process
in the GTE Service Areas. The target date for implementation of uniform
transport and security protocols between Bell Atlantic and GTE Service
Areas, as specified above, is 12 months after submission of the Plan.
The target date for implementation of the OSS functions and product
ordering capabilities specified in sub-paragraph d is 24 months after
submission of the Plan. Nothing in this Section shall be construed to
require that OSS interfaces or business rules be uniform between the
Bell Atlantic Service Areas and the GTE Service Areas.

f\. Within 5 years after the Merger Closing Date, Bell Atlantic/GTE will
implement uniform, electronic OSS interfaces and business rules
(including for pre-ordering and ordering components used to provide
digital subscriber line ("xDSL") and other Advanced Services) between
the Bell Atlantic and GTE Service Areas in Pennsylvania and Virginia.
The OSS interfaces shall be commercially ready, uniform
application-to-application interfaces using standards and guidelines as
defined, adopted, and periodically updated by the Alliance For
Telecommunications Industry Solutions ("ATIS") for OSS, e.g., Electronic
Data Interchange ("EDI") and Common Object Request Broker Architecture
("CORBA") and graphical user interfaces (e.g. GUI Version 3) that
support the pre-ordering, ordering, provisioning, maintenance/repair,
and billing of resold local services and unbundled network elements
("UNEs") that meet the requirements of 47 U.S.C. § 251(c)(3).

\(1\) Bell Atlantic/GTE may achieve uniform interfaces and business
rules within Pennsylvania and Virginia by implementing a software
solution that masks differences between Bell Atlantic's and GTE's
systems, or by modifying Bell Atlantic/GTE's network and operating
support systems (including associated business processes, methods, and
procedures), at Bell Atlantic/GTE's option.[^64] Bell Atlantic/GTE shall
have no obligation to achieve uniformity where differences are caused by
state regulatory requirements or product definitions.

\(2\) Bell Atlantic/GTE shall implement uniform interfaces and business
rules for at least eighty (80) percent of the access lines in the GTE
Service Areas in Pennsylvania and Virginia (subject to subparagraph 3,
below) by converting the following percentages of such access lines that
Bell Atlantic/GTE have an obligation to convert ("Obligated Access
Lines"):

  ------------------------------------ ----------------------------------
  **Date**                             **Percent of Obligated Access
                                       Lines**

  No later than 24 months after Merger 40%
  Closing Date                         

  No later than 36 months after Merger 60%
  Closing Date                         

  No later than 48 months after Merger 80%
  Closing Date                         

  No later than 60 months after Merger 100%
  Closing Date                         
  ------------------------------------ ----------------------------------

\(3\) Bell Atlantic/GTE shall have no obligation to implement uniform
interfaces and business rules for up to twenty (20) percent of the total
access lines in GTE's Service Areas in Pennsylvania and Virginia if such
access lines are served by wire centers in which there is no active
collocator that is interconnected with and exchanging minutes of use
with GTE.

\(4\) As access lines are converted to the uniform interfaces and
business rules, they will no longer be uniform with GTE Service Areas in
states other than Pennsylvania and Virginia or with unconverted GTE
Service Areas in Pennsylvania and Virginia. Such non-uniformity with
other GTE Service Areas shall not constitute or be considered a
violation of the conditions set out in Paragraphs 18-26. In addition, as
access lines are converted to the uniform interfaces and business rules,
the GTE interfaces and business rules will no longer be available with
respect to those lines. Bell Atlantic/GTE will provide notice of the
conversion schedule for access to OSS through the Change Management
Process.

20\. Within 12 months after the Merger Closing Date, Bell Atlantic/GTE
will adopt in each Bell Atlantic/GTE State the current Bell Atlantic
change management process originally developed as part of the New York
Proceeding. Implementation of this change management process in each
state will be dependent upon any necessary state approvals. In any state
where approval is necessary, Bell Atlantic/GTE will make a filing
seeking such approval no later than 180 days after the Merger Closing
Date. For purposes of this Section, "change management process" means
the documented process that Bell Atlantic/GTE and the CLECs follow to
facilitate communication about OSS changes, new interfaces and
retirement of old interfaces, as well as the implementation timeframes;
which includes such provisions as a developmental view, release
announcements, comments and reply cycles, new entrant and new release
testing processes and regularly scheduled change management meetings.
Bell Atlantic/GTE shall offer to include in its interconnection
agreements with CLECs a commitment to follow the uniform change
management process agreed upon with interested CLECs.

21\. If a CLEC contends that Bell Atlantic/GTE has not developed or
deployed interfaces, business rules, or change management processes in
substantial compliance with this Section, it may notify the Chief of the
Common Carrier Bureau and request consolidated binding arbitration. A
CLEC may also trigger this process as set forth in Paragraph 19b.
Thereafter, the Chief of the Common Carrier Bureau may require Bell
Atlantic/GTE and the CLEC(s) to submit to consolidated binding
arbitration, if the Chief of the Common Carrier Bureau determines in
writing that arbitration is appropriate and in the public interest. Any
such consolidated binding arbitration shall be conducted before an
independent third-party arbitrator nominated by Bell Atlantic/GTE and
approved by the Chief of the Common Carrier Bureau, in consultation with
subject matter experts selected by the arbitrator from a list of 3 firms
supplied by Bell Atlantic/GTE and approved by the Chief of the Common
Carrier Bureau, which may include Telcordia Technologies, and shall be
conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. The Chief of the Common Carrier Bureau
shall direct the arbitrator that the arbitration will last no more than
60 days, unless the Chief extends that deadline. Each party to the
arbitration shall pay its own costs. Bell Atlantic/GTE shall pay 50
percent of the costs of the arbitrator and expert(s), and the CLECs that
are parties to the disputed issues shall pay 50 percent of the
arbitrator and expert costs. If the arbitrator determines that Bell
Atlantic/GTE has not developed or deployed interfaces, business rules,
or change management processes in substantial compliance with this
Section, Bell Atlantic/GTE shall pay an amount of up to \$10,000 per
business day per state in voluntary payments to the U.S. Treasury, as
determined by the arbitrator.[^65] Voluntary payments shall not exceed a
total of \$110,000 per business day for all Bell Atlantic/GTE States.

22\. Bell Atlantic/GTE shall offer to develop and deploy in the Bell
Atlantic/GTE Service Areas, an Electronic Bonding Interface (EBI) that
supports maintenance/repair of resold local services and UNEs that meet
the requirements of 47 U.S.C. § 251(c)(3); provided, however, that a
telecommunications carrier requesting such EBI enters into a written
contract wherein (i) Bell Atlantic/GTE and the requesting
telecommunications carrier agree to the precise nature of the EBI
implementation, and (ii) the requesting telecommunications carrier
agrees to pay Bell Atlantic/GTE for the costs of development of any
enhancements to the EBI in advance of industry standards.[^66] This
offer shall be made available for a period of 30 months after the Merger
Closing Date. Bell Atlantic/GTE shall develop and deploy the EBI
contracted for within 12 months of an executed contract. In the event an
enhancement to the EBI contracted for by a telecommunications carrier
becomes an industry standard, without any changes or modifications,
within 12 months of deployment by Bell Atlantic/GTE, Bell Atlantic/GTE
shall provide the telecommunications carrier a refund of the money the
telecommunications carrier has paid Bell Atlantic/GTE for the
development and deployment of the enhancement.

23\. Voluntary payments of up to \$10,000 per business day per state
shall be due only with respect to time periods during which Bell
Atlantic/GTE is in non-compliance and that are one or more of the
following: (i) a period for which Bell Atlantic/GTE acknowledges a
failure to meet the relevant target date; (ii) within the first 3
business days after the relevant missed target date; or (iii) between
the date on which the arbitrator has issued a final decision that Bell
Atlantic/GTE is in non-compliance and the date on which Bell
Atlantic/GTE files a notice with the Chief of the Common Carrier Bureau
that it has corrected that non-compliance. In addition, if the
arbitrator finds in writing that Bell Atlantic/GTE intentionally and
willfully failed to comply with the relevant requirement(s), and the
Chief of the Common Carrier Bureau concurs in writing with such a
finding, Bell Atlantic/GTE shall make an additional payment of up to
\$110,000, as determined by the arbitrator, for each business day that
Bell Atlantic/GTE was not in compliance. Bell Atlantic/GTE shall have
the right to appeal any such finding to the Commission. Bell
Atlantic/GTE shall have the right to offset, dollar for dollar, any
payments due under this Section if it is required to make payments based
on any state requirements or under any agreements with CLECs as a result
of the same conduct for which the payment is due under this
Section.[^67]

24\. Notwithstanding anything else in these Conditions, the total of all
voluntary payments relating to any or all milestones established under
this Section shall not exceed \$20 million.

25\. [OSS Discounts.]{.underline} Until Bell Atlantic/GTE has developed
and deployed OSS interfaces for pre-ordering and ordering unbundled
network elements used to provide xDSL and other Advanced Services and
the interfaces referenced in this Section are used by the separate
Advanced Services affiliate for pre-ordering and ordering a substantial
majority (i.e., at least 75 percent of pre-order inquiries and at least
75 percent of orders) of the Advanced Services components, including
line-sharing, the separate Advanced Services affiliate uses in the
relevant geographic area, Bell Atlantic/GTE's incumbent LECs within the
Bell Atlantic/GTE Service Area shall, beginning 30 days after the Merger
Closing Date, make available through inclusion of appropriate terms in
interconnection agreements with telecommunications carriers or by
tariff, a discount of 25 percent from the recurring and nonrecurring
charges (including 25 percent from the Surrogate Line Sharing Charges,
if applicable) that otherwise would be applicable for unbundled local
loops used to provide Advanced Services in the same relevant geographic
area.[^68]

a\. Such discounts shall not apply retroactively to charges incurred
prior to the effective date of the discounts, but will apply to charges
incurred after the effective date of the discount for both (i) recurring
charges for qualifying loops in-service, and (ii) recurring and
non-recurring charges for new installations of qualifying loops. By way
of example, if the Surrogate Line Sharing Charges are \$8.00/month, the
charge would be discounted to \$6.00/month in areas where this OSS
discount is applicable. Bell Atlantic/GTE may provide promotional
discounts through credits, true-ups, or other billing mechanisms,
provided, however, that such credits, true-ups or other mechanisms are
applied within 60 days of the initial billing for the service. To obtain
such discounts, a telecommunications carrier must provide written
notification to Bell Atlantic/GTE identifying the unbundled loops that
it is using to provide an Advanced Service.

b\. Unaffiliated providers of Advanced Services that obtain OSS
discounts on unbundled local loops pursuant to this Paragraph shall, on
a quarterly basis, certify to Bell Atlantic/GTE and the appropriate
state commission that they are using all unbundled local loops on which
they are receiving the OSS discounts to provision an Advanced Service in
compliance with the provisions of this Paragraph. Bell Atlantic/GTE
shall have the right to hire, at its own expense, an independent
third-party auditor to perform all necessary audits and inspections
needed to assure that unbundled local loops provided under the OSS
discount are used in accordance with this Paragraph. Unaffiliated
providers of Advanced Services that obtain OSS discounts shall agree to
cooperate in the performance of such audits and inspections. Audit
information shall be restricted to Bell Atlantic/GTE regulatory, legal,
and/or wholesale personnel, and Bell Atlantic/GTE shall prohibit those
personnel from disclosing audit-related, customer-specific or
company-specific proprietary information to Bell Atlantic/GTE retail
personnel.

**VII. OSS Assistance to Qualifying CLECs**

26\. Within the Bell Atlantic/GTE Service Area, Bell Atlantic/GTE shall
adopt measures for assisting Qualifying CLECs in using Bell
Atlantic/GTE's OSS, as follows:

a\. The term "Qualifying CLEC" means (1) any CLEC that, when combined
with all of the CLEC's affiliates, including its parents and
subsidiaries, and the CLEC's joint ventures that provide
telecommunications services, has less than \$300 million in total annual
telecommunications revenues, excluding revenues from wireless services,
as reported to the Securities and Exchange Commission or in other
documents mutually agreeable to such CLEC and Bell Atlantic/GTE, (2) any
CLEC that presently serves end users in one or more Bell Atlantic
Service Areas but does not serve end users in any GTE Service Areas that
seeks to extend its services into any GTE Service Area, (3) any CLEC
that presently serves end users in one or more GTE Service Areas but
does not serve end users in any Bell Atlantic Service Areas that seeks
to extend its services to any Bell Atlantic Service Area, or (4) any
CLEC that does not presently serve end users in either GTE Service Areas
or Bell Atlantic Service Areas. The CLEC may certify its status as a
Qualifying CLEC to Bell Atlantic/GTE. Disputes relating to the status of
an entity as a Qualifying CLEC may be resolved by the appropriate state
commission(s).

b\. Within 90 days following the Merger Closing Date, Bell Atlantic/GTE
shall designate and make available one or more teams of a sufficient
number of OSS experts dedicated and empowered to assist Qualifying CLECs
with OSS issues, provided that such Qualifying CLECs have contracted for
OSS in their interconnection agreements with Bell Atlantic/GTE and have
attended any OSS training required by their interconnection agreements.
Each team shall be available to provide further training and assistance,
not including the provision of any telecommunications service, to such
CLECs at no additional cost for a minimum of 36 months following the
designation of the team. Bell Atlantic/GTE and the Qualifying CLEC will
jointly develop a plan to address the specific OSS issues of concern to
that CLEC. Within 90 days following the Merger Closing Date, Bell
Atlantic/GTE shall provide notice of the availability of these teams to
all Qualifying CLECs certificated and operating in the Bell Atlantic/GTE
Service Area.

c\. Within 90 days following the Merger Closing Date, Bell Atlantic/GTE
shall identify and discuss in one or more CLEC forums training and
procedures that would be beneficial to Qualifying CLECs operating in the
Bell Atlantic/GTE Service Areas. Within 120 days following the Merger
Closing Date, Bell Atlantic/GTE shall provide schedules for such
training and procedures to all Qualifying CLECs certificated and
operating in the Bell Atlantic/GTE Service Area.

**VIII. Collocation, Unbundled Network Elements, and Line Sharing
Compliance**

27\. [Collocation]{.underline}. In the Bell Atlantic/GTE Service Area,
Bell Atlantic/GTE shall provide collocation consistent with the
Commission's rules, including the First Report and Order in CC Docket
No. 98-147, FCC No. 99-48 (rel. March 31, 1999) ("Collocation and
Advanced Services Order"), to the extent effective.

a\. Prior to the Merger Closing Date, Bell Atlantic and GTE shall, in
each of the Bell Atlantic/GTE States, have filed a collocation tariff
and/or offered amendments containing standard terms and conditions for
collocation for inclusion in interconnection agreements under 47 U.S.C.
§ 252. Such tariffs and/or amendments shall contain all rates, terms,
and conditions necessary to bring Bell Atlantic/GTE's provision of
collocation into compliance with the Commission's governing rules.

b\. Prior to the Merger Closing Date, Bell Atlantic and GTE shall retain
one or more independent auditors acceptable to the Chief of the Common
Carrier Bureau to perform an examination engagement and issue an
attestation report resulting in a positive opinion (with exceptions
noted) regarding whether the terms and conditions offered in tariffs and
amendments to interconnection agreements, and the methods and procedures
put in place by Bell Atlantic and GTE to implement those terms and
conditions, comply with the collocation requirements contained in the
Collocation and Advanced Services Order, to the extent effective. The
engagement shall be supervised by persons licensed to provide accounting
services and shall be conducted in accordance with the relevant
standards of the American Institute of Certified Public Accountants
("AICPA"). The attestation report shall be in substantially the form
provided as Attachment C and shall be filed with the Secretary of the
Commission, for the public record, no later than 10 days after the
Merger Closing Date. The Commission shall have access to working papers
and supporting materials of the independent auditor, as provided below
in Paragraph 27(c)(7).

c\. Prior to the Merger Closing Date, Bell Atlantic and GTE shall
propose to the Chief of the Common Carrier Bureau an independent auditor
to perform an examination engagement and issue an attestation report
resulting in a positive opinion (with exceptions noted) regarding Bell
Atlantic/GTE's compliance with the Commission's collocation requirements
for 4 consecutive full months after the Merger Closing Date. The audit
required by this Paragraph shall be in lieu of any other audit of Bell
Atlantic/GTE's compliance with the Commission's collocation requirements
during the 12 months after the Merger Closing Date that otherwise would
be required under these Conditions. In addition, the auditor shall take
into account in accordance with the relevant standards of the AICPA any
collocation audits performed within the 18 months prior to the Merger
Closing Date. The independent auditor shall be acceptable to the Chief
of the Common Carrier Bureau and shall not have been instrumental during
the past 24 months in designing substantially all of the systems and
processes under review in the audit, viewed as a whole. The engagement
shall be supervised by persons licensed to provide accounting services
and shall be conducted in accordance with the relevant standards of the
AICPA. Bell Atlantic/GTE shall engage the auditor within 15 days of the
Bureau Chief's written acceptance of the proposed auditor. The
independent auditor's report shall be prepared and submitted as follows:

\(1\) Not later than 45 days after the Merger Closing Date, the
independent auditor shall submit a preliminary audit program, including
the proposed scope of the audit and the extent of compliance and
substantive testing, to the Commission's Audit Staff ("Audit Staff").
The preliminary audit program shall be afforded confidential treatment
in accordance with the Commission's normal processes and procedures. The
independent auditor shall consult with the Audit Staff and Bell
Atlantic/GTE regarding changes to the preliminary audit program, but
Commission approval of the requirements or changes thereto shall not be
required.

\(2\) During the course of the audit, the independent auditor shall
inform the Audit Staff of any revisions to the audit program; notify the
Audit Staff of any meetings with Bell Atlantic/GTE in which audit
findings are discussed; and consult with the Common Carrier Bureau
regarding any accounting or rule interpretations necessary to complete
the audit. The independent auditor shall notify Bell Atlantic/GTE of any
consultation with the Common Carrier Bureau regarding accounting or rule
interpretations.

\(3\) The independent auditor shall have access to books, records, and
operations of Bell Atlantic/GTE and its affiliates that are under the
control of Bell Atlantic/GTE and are necessary to fulfill the audit
requirements of this Section. The independent auditor shall notify Bell
Atlantic/GTE's compliance officer of any inability to obtain such
access. The auditor shall notify the Audit Staff if access is not timely
provided after notification to the compliance officer.

\(4\) The independent auditor may verify Bell Atlantic/GTE's compliance
with the collocation requirements through contacts with the Commission,
state commissions, or Bell Atlantic/GTE's wholesale customers, as deemed
appropriate by the independent auditor.

\(5\) Not later than 210 days after the filing of the attestation report
in Subparagraph 27(b), the independent auditor shall submit its final
audit report to the Commission's Audit Staff. A copy of the report shall
be publicly filed with the Secretary of the Commission.

\(6\) The independent auditor's report shall include a discussion of the
scope of the work conducted; a statement regarding Bell Atlantic/GTE's
compliance or non-compliance with the Commission's collocation rules; a
statement regarding the sufficiency of Bell Atlantic/GTE's methods,
procedures, and internal controls for compliance with the Commission's
collocation rules; and a description of any limitations imposed on the
auditor in the course of its review by Bell Atlantic/GTE or other
circumstances that might affect the auditor's opinion.

\(7\) For 24 months following submission of the final audit report, the
Commission and state commissions in the Bell Atlantic/GTE States shall
have access to the working papers and supporting materials of the
independent auditor at a location in Washington, D.C. that is selected
by Bell Atlantic/GTE and the independent auditor. Copying of the working
papers and supporting materials by the Commission shall be allowed but
shall be limited to copies required for the Commission to verify
compliance with and enforce these Conditions. Any copies made by the
Commission shall be returned to Bell Atlantic/GTE by the Commission. The
Commission's review of the working papers and supporting materials shall
be kept confidential pursuant to the Commission's rules and procedures.
Prior to obtaining access to the working papers and supporting materials
for review, state commissions shall enter into a protective agreement
with the Chief of the Common Carrier Bureau and Bell Atlantic/GTE under
which the state commission's review, including any notes, shall be kept
confidential.

d\. Bell Atlantic/GTE will, for 36 months after the Merger Closing Date,
waive, credit or refund to telecommunications carriers 100 percent of
the total nonrecurring collocation costs for qualifying collocation
projects if Bell Atlantic/GTE misses the collocation due date by more
than 60 calendar days unless Bell Atlantic/GTE can demonstrate that the
missed due date was solely caused by equipment vendor delay beyond Bell
Atlantic/GTE control.

\(1\) The collocation business rules in Attachments A-2a and A-2b will
be used for purposes of this Paragraph. The rules apply to all requests
for physical, virtual, adjacent structure, and cageless collocation in a
LATA where the requesting telecommunications carrier has submitted no
more than 5 collocation requests to Bell Atlantic/GTE in a LATA within a
30-day period that includes the date of the request. Requests in excess
of 5 collocation arrangements per LATA will be included when the
requesting telecommunications carrier meets with Bell Atlantic/GTE in
advance of its submission of the requests and negotiates a mutually
agreeable deployment schedule. If no such agreement is reached, this
condition shall apply to the first 5 requests received from the
telecommunications carrier for the LATA during the 30-day period.

\(2\) Unless otherwise mutually agreed, due dates for collocation
requests will be established by Bell Atlantic/GTE, in compliance with
the standard collocation intervals included in the approved tariff or
relevant interconnection agreement existing as of the Merger Closing
Date, whichever governs the provision of collocation in the relevant
state. Due dates may be extended when mutually agreed to by Bell
Atlantic/GTE and the telecommunications carrier, or by Acts of God or
force majeure events or when such carrier fails to complete work items
for which the carrier is responsible in the allotted time frame. The
extended due date will be calculated by adding to the original due date
the number of calendar days that Bell Atlantic/GTE and the
telecommunications carrier agree were attributable to Acts of God or
force majeure events or that the telecommunications carrier was late in
performing said work items. Work items include, but are not limited to,
the telecommunications carrier return to Bell Atlantic/GTE of corrected
and complete floor plan drawings and placement of required components(s)
by such carrier or its vendor. If Bell Atlantic/GTE and the carrier
cannot agree on the extended due date, this dispute will be submitted to
the Chief of the Common Carrier Bureau for resolution.

\(3\) A due date is considered met when Bell Atlantic/GTE turns the
space over to the telecommunications carrier (for physical collocation),
completes installation of virtually collocated equipment (or provides
notification that the space is ready for installation where the carrier
provides the virtually collocated equipment), or, in the case of
adjacent structure collocation and cageless collocation where the
carrier provides its own bays, when Bell Atlantic/GTE provides the
requested interconnection and power cabling to the collocation space.

28\. [Unbundled Network Elements and Line Sharing]{.underline}. Subject
to Paragraph 39 below, in the Bell Atlantic/GTE Service Area, Bell
Atlantic/GTE shall provide unbundled network elements and line sharing
consistent with the Commission's rules.

a\. Prior to Merger Closing Date, Bell Atlantic/GTE shall retain one or
more independent auditors acceptable to the Chief of the Common Carrier
Bureau to perform an examination engagement and issue an attestation
report resulting in a positive opinion (with exceptions noted) regarding
Bell Atlantic/GTE's compliance with the Commission's UNE and line
sharing requirements for any 4 consecutive full months after the Merger
Closing Date. The audit required by this Paragraph shall be in lieu of
any other audit of Bell Atlantic/GTE's compliance with the Commission's
UNE requirements during the first 12 full months after the Merger
Closing Date that otherwise would be required under these Conditions.
The independent auditor shall not have been instrumental during the past
24 months in designing substantially all of the systems and processes
under review in the audit, viewed as a whole. The engagement shall be
supervised by persons licensed to provide accounting services and shall
be conducted in accordance with the relevant standards of the AICPA. The
independent auditor's report shall be prepared and submitted as follows:

\(1\) Not later than 30 days after the Merger Closing Date, the
independent auditor shall submit a preliminary audit program, including
the proposed scope of the audit and the extent of compliance and
substantive testing, to the Commission's Audit Staff ("Audit Staff").
The preliminary audit program shall be afforded confidential treatment
in accordance with the Commission's normal processes and procedures. The
independent auditor shall consult with the Audit Staff and Bell
Atlantic/GTE regarding changes to the preliminary audit program, but
Commission approval of the requirements or changes thereto shall not be
required.

\(2\) During the course of the audit, the independent auditor shall
inform the Audit Staff of any revisions to the audit program; notify the
Audit Staff of any meetings with Bell Atlantic/GTE in which audit
findings are discussed; and consult with the Common Carrier Bureau
regarding any accounting or rule interpretations necessary to complete
the audit. The independent auditor shall notify Bell Atlantic/GTE of any
consultation with the Common Carrier Bureau regarding accounting or rule
interpretations.

\(3\) The independent auditor shall have access to books, records, and
operations of Bell Atlantic/GTE and its affiliates that are under the
control of Bell Atlantic/GTE and are necessary to fulfill the audit
requirements of this Section. The independent auditor shall notify Bell
Atlantic/GTE's compliance officer of any inability to obtain such
access. The auditor shall notify the Audit Staff if access is not timely
provided after notification to the compliance officer.

\(4\) The independent auditor may verify Bell Atlantic/GTE's compliance
with the UNE and line sharing requirements through contacts with the
Commission, state commissions, or Bell Atlantic/GTE's wholesale
customers, as deemed appropriate by the independent auditor.

\(5\) Not later than 180 days after the Merger Closing Date, the
independent auditor shall submit its final audit report to the
Commission's Audit Staff. A copy of the report shall be publicly filed
with the Secretary of the Commission.

\(6\) The independent auditor's report shall include a discussion of the
scope of the work conducted; a statement regarding Bell Atlantic/GTE's
compliance or non-compliance with the Commission's UNE and line sharing
rules; a statement regarding the sufficiency of Bell Atlantic/GTE's
methods, procedures, and internal controls for compliance with the
Commission's UNE and line sharing rules; and a description of any
limitations imposed on the auditor in the course of its review by Bell
Atlantic/GTE or other circumstances that might affect the auditor's
opinion.

\(7\) For 24 months following submission of the final audit report, the
Commission and state commissions in the Bell Atlantic/GTE States shall
have access to the working papers and supporting materials of the
independent auditor at a location in Washington, D.C. that is selected
by Bell Atlantic/GTE and the independent auditor. Copying of the working
papers and supporting materials by the Commission shall be allowed but
shall be limited to copies required for the Commission to verify
compliance with and enforce these Conditions. Any copies made by the
Commission shall be returned to Bell Atlantic/GTE by the Commission. The
Commission's review of the working papers and supporting materials shall
be kept confidential pursuant to the Commission's rules and procedures.
Prior to obtaining access to the working papers and supporting materials
for review, state commissions shall enter into a protective agreement
with the Chief of the Common Carrier Bureau and Bell Atlantic/GTE under
which the state commission's review, including any notes, shall be kept
confidential.

29\. The independent auditor(s) shall submit a budget(s) for completing
the audits required in this Section that do not in the aggregate exceed
\$5 million. The auditor(s) may not exceed the budget(s) without first
notifying the Chief of the Common Carrier Bureau and Bell Atlantic/GTE
and obtaining their consent. Such consent shall not be unreasonably
withheld.

IX. **Most-Favored-Nation Provisions for Out-of-Region and In-Region
    Arrangements**

30\. [Out-of-Region Agreements.]{.underline} Bell Atlantic/GTE shall
make available to telecommunications carriers in the Bell Atlantic/GTE
Service Area any service arrangements that an incumbent LEC (not a Bell
Atlantic/GTE incumbent LEC) develops for a Bell Atlantic/GTE affiliate,
at the request of the Bell Atlantic/GTE affiliate, where the Bell
Atlantic/GTE affiliate operates as a new local telecommunications
carrier. Specifically, if such a Bell Atlantic/GTE affiliate makes a
specific request for and obtains any interconnection arrangement, UNE,
or provisions of an interconnection agreement (including an entire
agreement) subject to 47 U.S.C. § 251(c) and Paragraph 39 of these
Conditions from an incumbent LEC that had not previously been made
available to any other telecommunications carrier by that incumbent LEC
after the Merger Closing Date, then Bell Atlantic/GTE's incumbent LECs
shall make available to requesting telecommunications carriers in the
Bell Atlantic/GTE Service Area, through good-faith negotiation, the same
interconnection arrangement or UNE on the same terms (exclusive of price
and state-specific performance measures).[^69] Bell Atlantic/GTE shall
not be obligated to provide pursuant to this condition any
interconnection arrangement or UNE unless it is feasible to provide
given the technical, network and OSS attributes and limitations in, and
is consistent with the laws and regulatory requirements of, the state
for which the request is made and with applicable collective bargaining
agreements. Disputes regarding the availability of an interconnection
arrangement or UNE shall be resolved pursuant to negotiation between the
parties or by the relevant state commission under 47 U.S.C. § 252 to the
extent applicable. The price(s) for such interconnection arrangement or
UNE shall be negotiated on a state-specific basis and, if such
negotiations do not result in agreement, Bell Atlantic/GTE's incumbent
LEC or the requesting telecommunications carrier shall submit the
pricing dispute(s), exclusive of the related terms and conditions
required to be provided under this Paragraph, to the applicable state
commission for resolution under 47 U.S.C. § 252 to the extent
applicable. To assist telecommunications carriers in exercising the
options made available by this Paragraph, each Bell Atlantic/GTE
out-of-region local exchange affiliate shall post on its Internet
website all of its interconnection agreements entered into with
unaffiliated incumbent LECs.[^70]

31\. [In-Region Post-Merger Agreements]{.underline}.

a\. Subject to the Conditions specified in this Paragraph, Bell
Atlantic/GTE shall make available to any requesting telecommunications
carrier in the Bell Atlantic/GTE Service Area within any Bell
Atlantic/GTE State any interconnection arrangement, UNE, or provisions
of an interconnection agreement (including the entire agreement) subject
to 47 U.S.C. § 251(c) and Paragraph 39 of these Conditions in the Bell
Atlantic/GTE Service Area within any other Bell Atlantic/GTE State that
(1) was voluntarily negotiated with a telecommunications carrier,
pursuant to 47 U.S.C. § 252(a)(1), by a Bell Atlantic/GTE incumbent LEC
after the Merger Closing Date and (2) has been made available under an
agreement to which Bell Atlantic/GTE is a party after the Merger Closing
Date. Terms, conditions, and prices contained in tariffs cited in Bell
Atlantic/GTE's interconnection agreements shall not be considered
negotiated provisions. Exclusive of price and state-specific performance
measures[^71] and subject to the Conditions specified in this Paragraph,
qualifying interconnection arrangements or UNEs shall be made available
to the same extent and under the same rules that would apply to a
request under 47 U.S.C. § 252(i), provided that (1) the interconnection
arrangements or UNEs shall not be available beyond the last date that
they are available in the underlying agreement and that the requesting
telecommunications carrier accepts all reasonably related terms and
conditions[^72] as determined in part by the nature of the corresponding
compromises between the parties to the underlying interconnection
agreement and (2) interconnection arrangements or UNEs voluntarily
negotiated or agreed to by a Bell Atlantic or GTE incumbent LEC prior to
the Merger Closing Date cannot be extended throughout the Bell
Atlantic/GTE Service Areas unless voluntarily agreed to by Bell
Atlantic/GTE. The price(s) for such interconnection arrangement or UNE
shall be established on a state-specific basis pursuant to 47 U.S.C.
§ 252 to the extent applicable. Provided, however, that pending the
resolution of any negotiations, arbitrations, or cost proceedings
regarding state-specific pricing, where a specific price or prices for
the interconnection arrangement or UNE is not available in that state,
Bell Atlantic/GTE shall offer to enter into an agreement with the
requesting telecommunications carrier whereby the requesting
telecommunications carrier will pay, on an interim basis and subject to
true-up, the same prices established for the interconnection arrangement
or UNE in the negotiated agreement. This subparagraph shall not impose
any obligation on Bell Atlantic/GTE to make available to a requesting
telecommunications carrier any terms for interconnection arrangements or
UNEs that incorporate a determination reached in an arbitration
conducted in the relevant state under 47 U.S.C. § 252, or the results of
negotiations with a state commission or telecommunications carrier
outside of the negotiation procedures of 47 U.S.C. § 252(a)(1). Bell
Atlantic/GTE shall not be obligated to provide pursuant to this
Paragraph any interconnection arrangement or UNE unless it is feasible
to provide given the technical, network and OSS attributes and
limitations in, and is consistent with the laws and regulatory
requirements of, the state for which the request is made and with
applicable collective bargaining agreements. Disputes regarding the
availability of an interconnection arrangement or UNE shall be resolved
pursuant to negotiation between the parties or by the relevant state
commission under 47 U.S.C. § 252 to the extent applicable.

b\. In the event that any requesting telecommunications carrier seeks to
adopt any interconnection arrangement, UNE, or interconnection agreement
provisions that are subject to 47 U.S.C. § 251(c) and Paragraph 39 of
these Conditions in the Bell Atlantic/GTE Service Area within any Bell
Atlantic/GTE State in the Bell Atlantic/GTE Service Area within any
other Bell Atlantic/GTE State that (1) is covered by subparagraph a
above (except for the requirement that such agreement be voluntarily
negotiated), and (2) was the result of an arbitration conducted and
decided in the former state under 47 U.S.C. § 252 after the Merger
Closing Date, then either party may submit the arbitrated provisions to
immediate arbitration in the latter state with the consent of the
affected state (without waiting for the statutory negotiation period set
out in 47 U.S.C. § 252 to expire).[^73]

32\. [In-Region Pre-Merger Agreements]{.underline}. Subject to the
Conditions specified in this Paragraph, Bell Atlantic/GTE shall make
available: (1) in the Bell Atlantic Service Area to any requesting
telecommunications carrier any interconnection arrangement, UNE, or
provisions of an interconnection agreement (including an entire
agreement) subject to 47 U.S.C. § 251(c) and Paragraph 39 of these
Conditions that was voluntarily negotiated by a Bell Atlantic incumbent
LEC with a telecommunications carrier, pursuant to 47 U.S.C.
§ 252(a)(1), prior to the Merger Closing Date and (2) in the GTE Service
Area to any requesting telecommunications carrier any interconnection
arrangement, UNE, or provisions of an interconnection agreement subject
to 47 U.S.C. § 251(c) that was voluntarily negotiated by a GTE incumbent
LEC with a telecommunications carrier, pursuant to 47 U.S.C.
§ 252(a)(1), prior to the Merger Closing Date, provided that no
interconnection arrangement or UNE from an agreement negotiated prior
the Merger Closing Date in the Bell Atlantic Area can be extended into
the GTE Service Area and vice versa. Terms, conditions, and prices
contained in tariffs cited in Bell Atlantic/GTE's interconnection
agreements shall not be considered negotiated provisions. Exclusive of
price and state-specific performance measures[^74] and subject to the
Conditions specified in this Paragraph, qualifying interconnection
arrangements or UNEs shall be made available to the same extent and
under the same rules that would apply to a request under 47 U.S.C.
§ 252(i), provided that the interconnection arrangements or UNEs shall
not be available beyond the last date that they are available in the
underlying agreement and that the requesting telecommunications carrier
accepts all reasonably related[^75] terms and conditions as determined
in part by the nature of the corresponding compromises between the
parties to the underlying interconnection agreement. The price(s) for
such interconnection arrangement or UNE shall be established on a
state-specific basis pursuant to 47 U.S.C. § 252 to the extent
applicable. Provided, however, that pending the resolution of any
negotiations, arbitrations, or cost proceedings regarding state-specific
pricing, where a specific price or prices for the interconnection
arrangement or UNE is not available in that state, Bell Atlantic/GTE
shall offer to enter into an agreement with the requesting
telecommunications carrier whereby the requesting telecommunications
carrier will pay, on an interim basis and subject to true-up, the same
prices established for the interconnection arrangement or UNE in the
negotiated agreement. This Paragraph shall not impose any obligation on
Bell Atlantic/GTE to make available to a requesting telecommunications
carrier any terms for interconnection arrangements or UNEs that
incorporate a determination reached in an arbitration conducted in the
relevant state under 47 U.S.C. § 252, or the results of negotiations
with a state commission or telecommunications carrier outside of the
negotiation procedures of 47 U.S.C. § 252(a)(1). Bell Atlantic/GTE shall
not be obligated to provide pursuant to this Paragraph any
interconnection arrangement or UNE unless it is feasible to provide
given the technical, network and OSS attributes and limitations in, and
is consistent with the laws and regulatory requirements of, the state
for which the request is made and with applicable collective bargaining
agreements. Disputes regarding the availability of an interconnection
arrangement or UNE shall be resolved pursuant to negotiation between the
parties or by the relevant state commission under 47 U.S.C. § 252 to the
extent applicable.

**X. Multi-State Interconnection and Resale Agreements**

33\. Upon the request of a telecommunications carrier, Bell Atlantic/GTE
shall negotiate in good faith an interconnection and/or resale agreement
covering the provision of interconnection arrangements, services, and/or
UNEs subject to 47 U.S.C. § 251(c) and Paragraph 39 of these Conditions
in the Bell Atlantic/GTE Service Area in two or more Bell Atlantic/GTE
States. Such a multi-state generic agreement may include a separate
contract with each Bell Atlantic/GTE incumbent LEC. No later than 60
days after the Merger Closing Date, Bell Atlantic/GTE shall make
available to any requesting telecommunications carrier generic
interconnection and resale terms and conditions covering the Bell
Atlantic/GTE Service Area in all Bell Atlantic/GTE States. Pricing under
a multi-state generic agreement shall be established on a state-by-state
basis and Bell Atlantic/GTE shall not be under any obligation to enter
into any arrangement for a state that is not technically feasible and
lawful in that state or is inconsistent with provisions in applicable
collective bargaining agreements. Any agreement negotiated under this
Section shall be subject to the state-specific mediation, arbitration,
and approval procedures of Section 252 of the Communications Act.
Approval of the agreement in one state shall not be a precondition for
implementation of the agreement in another state where approval has been
obtained.

**XI. Carrier-to-Carrier Promotions: Unbundled Loop Discount**

34\. Bell Atlantic/GTE shall offer the unbundled loop carrier-to-carrier
promotion described below in the Bell Atlantic/GTE Service Area. Bell
Atlantic/GTE shall implement this promotion by providing each
telecommunications carrier with which Bell Atlantic/GTE has an
interconnection agreement in a Bell Atlantic/GTE State, no later than 30
days after the Merger Closing Date, a written offer to amend each
telecommunications carrier's interconnection agreement in that state to
incorporate the promotion. For purposes of this Section, an offer
published on Bell Atlantic/GTE's Internet website that can be accessed
by telecommunications carriers shall be considered a written offer.[^76]
Bell Atlantic/GTE shall establish necessary internal processes and
procedures to ensure that Bell Atlantic/GTE's wholesale business units
are responsive to telecommunications carriers' requests for the
promotion. Bell Atlantic/GTE shall make its written offer in each state
at the same time to all telecommunications carriers with which it has
existing interconnection and/or resale agreements in that state. The
agreement amendments for all carriers in a state that accept Bell
Atlantic/GTE's written offer within 10 business days after the initial
offer shall be filed for review and approval by the relevant state
commission.

35\. For an Offering Window period in the Bell Atlantic/GTE Service
Area, Bell Atlantic/GTE shall offer, to those telecommunications
carriers that have signed an effective interconnection agreement
amendment, promotional discounted prices on monthly recurring charges
for unbundled local loops used in the provision of local service to
residential end user customers that are ordered after the Merger Closing
Date. Bell Atlantic/GTE may provide promotional discounts through
credits, true-ups, or other billing mechanisms, provided, however, that
such credits, true-ups or other mechanisms are applied within 60 days of
the initial billing for the service.

a\. The Offering Window period for the unbundled loop promotion for each
Bell Atlantic and GTE State shall begin 30 days after the Merger Closing
Date and end at the earliest of the following: (i) 24 months after
commencement of the Offering Window period; (ii) for the Bell Atlantic
States on a state-by-state basis, the first date on which Bell
Atlantic/GTE is authorized to provide in-region, interLATA services in
the relevant state; (iii) for the GTE States on a state-by-state basis,
the date on which competing carriers, in aggregate, offer service over
their own facilities to at least 15 percent of incumbent LEC customer
locations[^77] in the GTE Service Areas in that State, or (iv) the date
on which Bell Atlantic/GTE has completed 50 percent of the out-of-region
commitment described in Section XVI of these Conditions. The Offering
Window period may end earlier in a state than provided in the preceding
sentence if and when the maximum number of unbundled loops has been
reached in that state pursuant to Subparagraph g of this Paragraph.
During the Offering Window, Bell Atlantic/GTE shall respond to all
telecommunications carrier inquiries regarding the promotional
discounted prices within 10 business days.

b\. Bell Atlantic/GTE shall be under no obligation to provide an
unbundled local loop at a promotional discounted price unless the loop
is ordered during the Offering Window with a requested installation date
of no later than 30 days after the close of the Offering Window.
Unbundled loops ordered or in service prior to the start of the Offering
Window, or ordered after the end of the Offering Window, shall not be
eligible for a promotional discounted price.

c\. Bell Atlantic/GTE shall be under no obligation to provide an
unbundled local loop at a promotional discounted price ordered before
the Merger Closing Date or outside the Promotional Period. The discounts
shown in Attachment D (which contains illustrative rates) shall be the
discounts applicable throughout the duration of the unbundled loop
carrier-to-carrier promotion. For the purposes of this Section, the
Promotional Period shall be a period of 36 months from the date a
qualifying unbundled local loop is installed and operational, or the
period during which the loop remains in service at the same location and
for the same telecommunications carrier, whichever is shorter.

d\. The promotional discounts for unbundled analog local loops used in
the provision of residential telephone exchange service are shown in
Attachment D. These promotional discounts were calculated to be, on
average, 25 percent below the lowest applicable monthly recurring price
established for the same loop by the relevant state commission pursuant
to 47 U.S.C. § 252, assuming that the number of unbundled loops to be
provided in each geographic area will be proportionate to the number of
residential access lines in that geographic area. The promotional
discount shall supplement, but not be cumulative of, any market-opening
discounts approved by state commissions (e.g. a state-specific discount
of 16.5% would increase to a total of 25% due to this condition, not to
41.5%.).[^78]

e\. Telecommunications carriers requesting unbundled local loops at a
promotional discounted price shall agree to abide by the following
conditions: (i) the loop shall be used to provide residential telephone
exchange service and any associated exchange access service and shall
not be used to provide any Advanced Services as defined in Section I;
(ii) the loop shall not be purchased or used as part of a UNE Platform
or in any other combination with Bell Atlantic/GTE's local switching or
the functions and features associated with that switching; and (iii) the
loop shall be used in accordance with any other binding conditions
imposed under applicable agreements, judicial or administrative
decisions, or governing law. Telecommunications carriers that obtain
unbundled local loops at the promotional discounted prices shall, on a
quarterly basis, certify to Bell Atlantic/GTE and the appropriate state
commission that they are using all unbundled local loops provided at a
promotional discounted price in accordance with these Conditions. Bell
Atlantic/GTE shall have the right to hire, at its own expense, an
independent third-party auditor to perform all necessary audits and
inspections needed to assure that unbundled local loops provided at a
promotional discounted price are used in accordance with conditions (i)
and (ii), above.[^79] Telecommunications carriers that obtain unbundled
local loops at a promotional discounted price shall agree to cooperate
in the performance of such audits and inspections. Audit information
will be restricted to Bell Atlantic/GTE regulatory, legal, and/or
wholesale personnel, and Bell Atlantic/GTE will prohibit those personnel
from disclosing audit-related, customer-specific or company-specific
proprietary information to Bell Atlantic/GTE retail personnel.

f\. Any telecommunications carrier found by the appropriate state
commission to have violated the use conditions of Subparagraph e or that
fails to cooperate in an audit may be denied the promotional discounted
price on any unbundled local loop for which the use conditions or the
audit provisions are violated. In addition, any such telecommunications
carrier that intentionally and repeatedly violates the use conditions of
Subparagraph e may be denied the promotional discounted price on
unbundled local loops ordered or installed after the date of such a
finding by a state commission.

g\. The maximum number of unbundled local loops that Bell Atlantic/GTE
shall be required to provide at a promotional discounted price in each
state shall be the quantity by state set forth in Attachment E. In order
to provide CLECs with advance planning information, Bell Atlantic/GTE
shall provide written or Internet notice to CLECs operating in the
relevant state when 50 percent and 80 percent of these maximum numbers
are reached in each Bell Atlantic/GTE State.[^80] Unbundled local loops
installed and made operational at the promotional discounted price after
the Merger Closing Date shall be counted toward the maximum number,
whether or not they remain in service. The relevant state commission may
allocate the maximum number of unbundled local loops eligible for a
promotional discounted price in that state between two or more
geographic areas within the state.

**XII. Carrier-to-Carrier Promotions: Resale Discount**

36\. Bell Atlantic/GTE shall offer the resale carrier-to-carrier
promotion described below in the Bell Atlantic/GTE Service Area. Bell
Atlantic/GTE shall implement this promotion by providing each
telecommunications carrier with which Bell Atlantic/GTE has an
interconnection agreement in a Bell Atlantic/GTE State, no later than 30
days after the Merger Closing Date, a written offer to amend each
telecommunications carrier's interconnection agreement in that state to
incorporate the resale promotion. For purposes of this Section, an offer
published on Bell Atlantic/GTE's Internet website that can be accessed
by telecommunications carriers shall be considered a written offer.[^81]
Bell Atlantic/GTE shall establish necessary internal processes and
procedures to ensure that Bell Atlantic/GTE's wholesale business units
are responsive to telecommunications carriers' requests for the resale
promotion. Bell Atlantic/GTE shall make its written offer in each state
at the same time to all telecommunications carriers with which it has
existing interconnection and/or resale agreements in that state. The
agreement amendments for all carriers in a state that accept Bell
Atlantic/GTE's written offer within 10 business days after the initial
offer shall be filed for review and approval by the relevant state
commission.

37\. For the Offering Window period defined in Paragraph 38, Bell
Atlantic/GTE shall offer in the Bell Atlantic/GTE Service Area to those
telecommunications carriers that have signed an effective
interconnection agreement amendment, promotional resale discounts on
telecommunications services that Bell Atlantic/GTE provides at retail to
subscribers who are not telecommunications carriers, where such services
are resold to residential end user customers. The Offering Window period
may end earlier in a state than provided in the preceding sentence if
and when the maximum number of promotional resold lines has been reached
in that state pursuant to Paragraph 38. For purposes of this Paragraph,
the term "telecommunications service" shall have the same meaning as in
47 U.S.C § 251(c)(4). Bell Atlantic/GTE may provide promotional
discounts through credits, true-ups, or other billing mechanisms,
provided, however, that such credits, true-ups or other mechanisms are
applied within 60 days of the initial billing for the service.

a\. Bell Atlantic/GTE shall be under no obligation to provide a service
for resale at a promotional resale discount unless the underlying resold
line is ordered after the Merger Closing Date and during the Offering
Window with a requested installation date of no later than 30 days after
the close of the Offering Window for the particular state. Resold
services (such as Call Waiting) provided over a resold customer line
that was ordered or in service prior to the Offering Window, or placed
in service more than 30 days after the end of the Offering Window, shall
not be eligible for a promotional resale discount. Resold services (such
as Call Waiting) added to a resold line that qualifies for the
promotional resale discounts shall be eligible for the promotional
resale discounts for the duration of the Promotional Period regardless
of whether such resold services were added after the end of the Offering
Window.

b\. Bell Atlantic/GTE shall be under no obligation to provide a service
for resale at a promotional resale discount outside the Promotional
Period. For the purposes of this Subparagraph, the Promotional Period
shall be a period of 36 months from the date a qualifying resold service
is installed and operational, or the period during which the resold
service remains in service at the same location and for the same
telecommunications carrier, whichever is shorter.

c\. The promotional resale discount rate for services resold to
residential customers shall be 32 percent from the retail rate until the
earliest of: (i) 24 months after commencement of the Offering Window
period; (ii) for the Bell Atlantic Service Areas on a state-by-state
basis, the first date on which Bell Atlantic/GTE is authorized to
provide in-region, interLATA services in the relevant state; (iii) for
the GTE States on a state-by-state basis, the date on which competing
carriers, in aggregate, offer service over their own facilities to at
least 15 percent of incumbent LEC customer locations[^82] in the GTE
Service Areas in that State, or (iv) the date on which Bell Atlantic/GTE
has completed 50 percent of the out-of-region commitment described in
Section XVI of these Conditions. Thereafter, for the remaining duration
of any Promotional Period, the promotional resale discount rate for
service resold to residential customers shall be 1.1 times the standard
wholesale discount rate established for the service by the relevant
state commission pursuant to 47 U.S.C. § 252(d)(3) and then in effect
(e.g., if the standard wholesale discount rate in a state is 20 percent,
then the promotional resale discount rate would be 22 percent). Upon the
termination of the initial 32 percent promotional resale discount rate,
this discount rate shall apply automatically to all services eligible
for a promotional resale discount, including those services that
initially were provided under the 32 percent promotional resale
discount. The promotional resale discounts shall apply to all resold
services provided over a qualifying resold line; i.e., on a single
resold line telecommunications carriers may not "pick and choose"
between the promotional resale discounts and the standard resale
discounts that apply in a state.

38\. The Offering Window for the Promotional Resale Discounts in each
state shall begin 30 days after the Merger Closing Date and end for that
state at the earlier of the following: (i) 36 months after commencement
of the Offering Window period; or (ii) the month following the date when
the number of resold lines in service in a state at the Promotional
Resale Discounts reaches the maximum allowable quantity by state set
forth in Attachment E. In order to provide CLECs with advance planning
information, Bell Atlantic/GTE shall provide written or electronic
notice to CLECs operating in the relevant state when 50 percent and 80
percent of these termination numbers are reached in each Bell
Atlantic/GTE State. If the Offering Window in a state ends for the
Resale promotions in that state because the maximum allowable quantity
listed in this Paragraph has been exceeded in that state, Bell
Atlantic/GTE shall file notice with the Secretary of the Commission, the
relevant state commission and the CLECs operating in that state, within
3 business days after terminating the Offering Window for the
availability of promotional resale discounts in the state.

**XIII. Offering of UNEs**

39\. Bell Atlantic/GTE shall continue to make available to
telecommunications carriers, in the Bell Atlantic/GTE Service Area
within each of the Bell Atlantic/GTE States, the UNEs and UNE
combinations required in [Implementation of the Local Competition
Provisions of the Telecommunications Act of 1996]{.underline}, Third
Report and Order and Fourth Notice of Proposed Rulemaking, CC Docket No.
96-98, FCC 99-238 (rel. Nov. 5, 1999) (UNE Remand Order) and [Deployment
of Wireline Services Offering Advanced Telecommunications Capability and
Implementation of the Local Competition Provisions of the
Telecommunications Act of 1996]{.underline}, Third Report and Order in
CC Docket No. 98-147 and Fourth Report and Order in CC Docket No. 96-98
(rel. Dec. 9, 1999) (Line Sharing Order) in accordance with those Orders
until the date of a final, non-appealable judicial decision providing
that the UNE or combination of UNEs is not required to be provided by
Bell Atlantic/GTE in the relevant geographic area. The provisions of
this Paragraph shall become null and void and impose no further
obligation on Bell Atlantic/GTE after the effective date of final and
non-appealable Commission orders in the UNE Remand and Line Sharing
proceedings, respectively.

**XIV. Alternative Dispute Resolution through Mediation**

40\. In the Bell Atlantic/GTE Service Area within each Bell Atlantic/GTE
State, Bell Atlantic/GTE shall implement, subject to the appropriate
state commission's approval, an alternative dispute resolution ("ADR")
mediation process to resolve carrier-to-carrier disputes regarding the
provision of local services, including disputes related to existing and
effective interconnection agreements, as described in Attachment F.
Participation in the ADR mediation process established by this Section
is voluntary for both telecommunications carriers and state commissions.
The process is not intended and shall not be used as a substitute for
resolving disputes regarding the negotiation of interconnection
agreements under Sections 251 and 252 of the Communications Act, or for
resolving any disputes under Section 332 of the Communications Act. The
ADR mediation process shall be utilized to resolve local interconnection
agreement disputes between Bell Atlantic/GTE and unaffiliated
telecommunications carriers at the unaffiliated telecommunications
carrier's request.

**XV. Access to Cabling in Multi-Unit Properties**

41\. Bell Atlantic/GTE shall, subject to any required state approvals,
offer to conduct a trial with one or more interested, unaffiliated CLECs
within the Bell Atlantic/GTE Service Area to identify the procedures and
associated costs required to provide CLECs with access to cabling within
Multi-Dwelling Unit premises ("MDUs") and multi-tenant premises housing
small businesses ("MTUs"), where Bell Atlantic/GTE controls the cables.
Taking into account the results of the trial, Bell Atlantic/GTE will
negotiate in good faith with CLECs to develop, as an additional
alternative to the Minimum Point of Entry in Paragraph 42 where the
property owner(s) or some other party(ies) accepts full responsibility
for installing and maintaining all cabling on the customer side of the
Minimum Point of Entry, tariffs and/or interconnection agreement
amendments that will facilitate single points of interconnection to
cabling controlled by Bell Atlantic/GTE in MDUs/MTUs on a going-forward
basis.

42\. In the Bell Atlantic/GTE Service Area, Bell Atlantic/GTE shall,
subject to any required state approvals and consistent with any relevant
state laws or regulations, install new cables in a manner that will
provide telecommunications carriers a single point of interconnection,
as provided in this Paragraph. Bell Atlantic/GTE shall only be required
pursuant to this Paragraph to provide a single point of interconnection
where the property owner(s) or some other party(ies) accepts full
responsibility for installing and maintaining all cabling on the
customer side of the single point of interconnection. Nothing in this
Paragraph shall restrict property owners' rights to control access to
their buildings or property. Access from the public right-of-way to the
single point of interconnection is the responsibility of each
telecommunications carrier. The provisions of this Paragraph apply only
to cable installations for which engineering work is begun after the
Merger Closing Date.

a\. When Bell Atlantic/GTE is hired to install new cables in a newly
constructed or retrofitted single-building MDU or campus of garden
apartment dwelling units or a newly constructed or retrofitted
multi-tenant business premises that the property owner(s) or some other
party(ies) will own and maintain, Bell Atlantic/GTE shall provide the
property owner written notice that Bell Atlantic/GTE will, unless the
property owner objects,[^83] install and provide the new cables in a
manner that will permit telecommunications carriers a single point of
interconnection at a Minimum Point of Entry if the property owner(s) or
some other party(ies) accepts full responsibility for installing and
maintaining all cabling on the customer side of the single point of
interconnection. Provided, however, that there may be multiple points of
entry where the landlord requests diversity.

b\. Where Bell Atlantic/GTE (1) would, absent the terms of this
Subparagraph, own the new cables in a newly constructed or retrofitted
single-building MDU or campus of garden apartment dwelling units or a
newly constructed or retrofitted multi-tenant business premises, and (2)
has the right to do so without the consent of any other party, Bell
Atlantic/GTE shall install and provide cables to such multi-unit
properties in a manner that will permit telecommunications carriers a
single point of interconnection at a Minimum Point of Entry if the
property owner(s) or some other party(ies) accepts full responsibility
for installing and maintaining all cabling on the customer side of the
Minimum Point of Entry. Provided, however, that there may be multiple
points of entry where the property owner or other party requests
diversity.

c\. Where Bell Atlantic/GTE (1) would, absent the terms of this
Subparagraph, own the new cables in a newly constructed or retrofitted
single-building MDU or campus of garden apartment dwelling units or a
newly constructed or retrofitted multi-tenant business premises, but (2)
needs the consent of the property owner or another party to install and
provide cables to such multi-unit properties in a manner that will
permit telecommunications carriers a single point of interconnection at
a minimum point of entry, Bell Atlantic/GTE shall provide written notice
to the property owner or other party that Bell Atlantic/GTE will, unless
the other party objects,[^84] install and provide new cables to such
multi-unit properties in a manner that will permit telecommunications
carriers a single point of interconnection at a Minimum Point of Entry
if the property owner(s) or some other party(ies) accepts full
responsibility for installing and maintaining all cabling on the
customer side of the Minimum Point of Entry. Provided, however, that
there may be multiple points of entry where the property owner or other
party requests diversity.

**FOSTERING OUT-OF-REGION COMPETITION**

# XVI. Out-of-Territory Competitive Entry

43\. Bell Atlantic/GTE will spend a total of at least \$500 million (the
"Out-of-Region Expenditure") between the Merger Closing Date and the end
of the 36^th^ month after the Merger Closing Date to provide services,
including resale, that compete with traditional local telecommunications
services offered by incumbent local exchange carriers or to provide
Advanced Services to the mass market ("Competitive Local Service")
outside the Bell Atlantic and GTE Service Areas ("Out-of-Region
Markets"), within the United States.[^85]

44\. Subject to Paragraph 45, (1) at least 50 percent of the
Out-of-Region Expenditure shall be used to construct, acquire, lease,
use, obtain, or provide facilities, operating support systems, or
equipment that are used to serve customers in Out-of-Region Markets
("Facilities Expenditure") and (2) the remaining Out-of-Region
Expenditure may be used to acquire customers for Competitive Local
Service in those Out-of-Region Markets ("Customer Acquisition
Expenditure").

45\. To count toward the Out-of-Region Expenditure, amounts included in
the Facilities Expenditure must be spent in conjunction with: (1) the
provision of Competitive Local Service; (2) the provision of other
telecommunications services, or information services, that are offered
jointly with Competitive Local Service; or (3) investments in, or
contributions to, ventures that provide Competitive Local Service
activity in Out-of-Region Markets by those ventures.

46\. At the end of the 36^th^ month after the Merger Closing Date: (1)
if the Out-of-Region Expenditure is less than \$500 million, then Bell
Atlantic/GTE shall pay to the U.S. Treasury an amount equal to 150
percent of the difference between the Out-of-Region Expenditure and
\$500 million; and (2) if the Out-of-Region Expenditure equals or
exceeds \$500 million but the Facilities Expenditure is less than \$250
million, then Bell Atlantic/GTE shall pay to the U.S. Treasury an amount
equal to 150 percent of the difference between the Facilities
Expenditures and \$250 million.[^86]

47\. Notwithstanding the foregoing, Bell Atlantic/GTE shall be deemed to
have satisfied the commitments in this Section if it provides service,
between the Merger Closing Date and the end of the 36^th^ month after
the Merger Closing Date, over at least 250,000 customer lines that are
used to provide Competitive Local Service in Out-of-Region Markets.[^87]

48\. Until the time this Condition is satisfied, Bell Atlantic/GTE shall
meet the following interim targets: between the Merger Closing Date and
the end of twelve months after the Merger Closing Date, Bell
Atlantic/GTE shall have spent at least \$100 million or provided service
over at least 50,000 customer lines in Out-of-Region Markets; and by the
end of twenty-four months after the Merger Closing Date, Bell
Atlantic/GTE shall have spent at least \$300 million or provided service
over at least 150,000 customer lines in Out-of-Region Markets. If Bell
Atlantic/GTE fails to meet these interim targets, it shall pay to the
U.S. Treasury 150 percent of the difference between its expenditures and
the required interim target. Any such payments shall offset any payments
that might otherwise be made under Paragraph 46 if Bell Atlantic/GTE has
not met its commitments at the end of 36 months. If a target is met
through the specified expenditure, at least 20 percent of the
expenditure shall be used to provide Competitive Local Service to
residential customers or to provide Advanced Services. If a target is
met through the selling of customer lines that are used to provide
Competitive Local Services, at least 20 percent of the lines will be
used to provide service to residential customers or to provide Advanced
Services.

**IMPROVING RESIDENTIAL PHONE SERVICE**

**XVII. InterLATA Services Pricing**

49. Bell Atlantic/GTE shall not institute mandatory, minimum monthly or
flat-rate charges on interLATA calls. Specifically, subject to any
applicable state regulatory requirements, Bell Atlantic/GTE and its
affiliates shall not charge wireline residential consumers a minimum
monthly or minimum flat rate charge on interLATA long distance service
similar to the charge that is currently assessed by some interexchange
carriers.

a\. Bell Atlantic/GTE and its affiliates shall not charge a minimum
monthly or minimum flat rate charge (as described in this Paragraph) on
interLATA services provided to any in-region or out-of-region wireline
residential customer within the United States.

b. This Section shall become effective on the first day after the Merger
Closing Date. In the GTE states, Bell Atlantic/GTE's obligations under
this Section shall end 36 months after the Merger Closing Date. In each
of the Bell Atlantic States (including Pennsylvania and Virginia), Bell
Atlantic/GTE's obligations under this Section shall end 36 months after
Bell Atlantic is authorized to provide interLATA services pursuant to 47
U.S.C. §271(d)(3).

c\. This Section shall not prohibit Bell Atlantic/GTE or any of its
affiliates from passing through to its customers any fees, charges, or
taxes (including taxes on Bell Atlantic/GTE's own charges) imposed or
authorized by a federal, state, or other governmental entity and imposed
on Bell Atlantic/GTE or any of its affiliates as a result of its
provision of interLATA services to its customer. Nor shall this Section
prohibit Bell Atlantic/GTE from offering customers an optional,
voluntary interLATA services pricing plan that includes a minimum
monthly or minimum flat-rate charge, or a pre-paid calling card.

XIV. **Enhanced Lifeline Plans**

50\. Not later than 30 days after the Merger Closing Date, Bell
Atlantic/GTE shall offer by letter to the appropriate state commission
in the Bell Atlantic and GTE States to file a tariff for an enhanced
Lifeline plan in the Bell Atlantic/GTE Service Area within that state.
Bell Atlantic/GTE may fulfill this requirement in a state by either (i)
proposing a new, stand-alone Lifeline plan that meets the requirements
of this Paragraph, (ii) proposing to provide additional discounts and/or
other enhancements to an existing Lifeline plan in a state which, when
combined with the Lifeline benefits provided by the existing plan, meet
the requirements of this Paragraph, or (iii) certifying that the
existing Lifeline plan (or plans) meets the requirements of this
Paragraph. No state shall be required to accept the enhanced Lifeline
plan that will be offered by Bell Atlantic/GTE. Copies of Bell
Atlantic/GTE's written offers shall be filed with the Secretary of the
Commission. Consistent with applicable state law, the terms and
conditions offered by Bell Atlantic/GTE shall be comparable to the terms
and conditions of the Ohio Universal Service Assistance ("USA") Lifeline
plan set forth in Ameritech Ohio's Alternative Regulation Plan, as in
effect on January 27, 2000, in the areas of subscriber eligibility,
discounts, and eligible services. [See]{.underline} Opinion and Order,
[Application of the Ohio Bell Tel. Co. for Approval of an Alternative
Form of Regulation]{.underline}, Case No. 93-487-TP-ALT, 1994 Ohio PUC
LEXIS 956 (Nov. 23, 1994), as modified to be consistent with the 1996
Telecommunications Reform Act and other modifications and
interpretations by the Public Utilities Commission of Ohio, as in effect
on January 27, 2000, in the areas of subscriber eligibility, discounts,
and eligible services. Specifically, with respect to discounts, Bell
Atlantic/GTE will provide a discount equal to the price of basic
residential measured rate service (i.e., access to the network not
including any local usage) in each state; provided, however, that the
maximum discount to be provided (including all applicable Federal, state
and Company contributions) shall not exceed \$10.20 per month. For
example, if the current Lifeline discount in a state is \$8.00 per
month, Bell Atlantic/GTE will increase that discount by a maximum of
\$2.20 per month for those Lifeline customers that meet all of the
qualifications in this Paragraph. This Paragraph is not intended to
supersede or eliminate state or federal funding for existing Lifeline
programs. Where, for a particular state, Bell Atlantic/GTE does not
offer a basic measured rate service that does not include any local
usage, to determine the amount of the discount, Bell Atlantic/GTE will
determine an estimated price for such a service as a percentage (based
on underlying costs) of the most basic service that is offered. If the
state commission indicates its acceptance of Bell Atlantic/GTE's offer
within 12 months of Bell Atlantic/GTE's written offer, Bell Atlantic/GTE
shall file a tariff to implement its offer within 60 days of such
acceptance. Bell Atlantic/GTE shall offer to provide such enhanced
Lifeline plans with the following operational characteristics:

a\. [Past-Due Bills]{.underline}. Enhanced Lifeline plan customers with
past-due bills for local service charges will be offered payment
arrangements for such local service charges with an initial payment not
to exceed \$25.00 before service is installed and with the balance to be
paid in 6 equal monthly payments. Enhanced Lifeline plan customers with
past-due bills for toll service charges will be required to have toll
restriction service until such past-due toll service charges have been
paid.

b\. [Deposits]{.underline}. New enhanced Lifeline plan customers will
not be required to pay a deposit to obtain local service. Bell
Atlantic/GTE may request a deposit for toll service unless the customer
elects toll restriction service.

c\. [Verification of Eligibility]{.underline}. Bell Atlantic/GTE will
provide prospective enhanced Lifeline plan customers with a written
form[^88] that will permit the customer to self-verify eligibility
through participation in one or more of the qualifying programs. Bell
Atlantic/GTE will have the right to audit any such self-verifications
and to refuse enhanced Lifeline service to any customer that is not a
current participant in one of the eligible programs. Bell Atlantic/GTE
will provide quantities of such written forms to state agencies
administering qualifying programs so that these agencies, if they
choose, can make these forms available to their clients.

d\. [On-Line Verification of Eligibility.]{.underline} Bell Atlantic/GTE
will negotiate in good faith with appropriate state agencies
administering qualifying programs to acquire on-line access to the
agencies' electronic databases for the purpose of accessing the
information necessary to verify a customer's participation in an
eligible program. Where such on-line access can be negotiated on
reasonable terms and conditions that permit Bell Atlantic/GTE to access
such information efficiently, Bell Atlantic/GTE will provide on-line
verification of eligibility for a customer claiming (during a discussion
with a Bell Atlantic/GTE service representative) to be a current
participant in one of the eligible programs.

e\. [Publicity]{.underline}. Bell Atlantic/GTE will agree to spend no
less than an annual promotional budget to make potential customers aware
of the enhanced Lifeline plan or other programs that benefit low income
consumers. The annual promotional budget for each state (shown in
Attachment G) is calculated to be proportional (based on the relative
number of residence access lines that Bell Atlantic/GTE has in service
in each state) to the \$122,000 annual promotional budget established as
part of the USA Lifeline Plan in Ohio.

f\. [Toll-Free Number for Lifeline Inquiries]{.underline}. Bell
Atlantic/GTE will provide a toll-free telephone number (e.g., an 800
number) for current and potential enhanced Lifeline plan customers to
call for subscribing to, or otherwise requesting information or
assistance about, the enhanced Lifeline plan.[^89]

g\. [Toll-Free Fax Line for Receiving Lifeline
Documentation]{.underline}. Bell Atlantic/GTE will provide a toll-free
fax line for current and potential enhanced Lifeline plan customers to
submit documentation associated with the enhanced Lifeline plan.

h\. [Lifeline Message on Voice Response Units ("VRUs")]{.underline}.
Where Bell Atlantic/GTE utilizes a VRU to answer customer calls into a
service center, Bell Atlantic/GTE will, where it is technically possible
to do so, include information about the enhanced Lifeline plan on the
VRU menu after the customer indicates an interest in obtaining new
service.

i\. [Upgrading Current Lifeline Customers]{.underline}. Where a state
that already has a Lifeline plan determines to offer the enhanced
Lifeline plan described in this Paragraph, and where the enhanced
Lifeline plan offers a larger discount and in all other respects no
worse terms and conditions to an existing Lifeline customer, Bell
Atlantic/GTE shall switch qualifying customers (i.e., customers who have
provided Bell Atlantic/GTE with sufficient verification that they
participate in a qualifying program) to the enhanced Lifeline plan
within 180 days of implementing the enhanced Lifeline plan.

j\. [Timing]{.underline}. The obligations contained in the above
Subparagraphs shall not take effect until and unless the Enhanced
Lifeline tariffs are accepted and approved by a state commission.

**XIX. Additional Service Quality Reporting**

51\. Beginning no later than 180 days after the Merger Closing Date for
the Bell Atlantic/GTE Service Area in all Bell Atlantic/GTE States, Bell
Atlantic/GTE shall file with the Reporting Management Staff of the
Commission for the public record, on a quarterly (i.e., January-March,
April-June, etc.) basis, state-by-state service quality reports in
accordance with the retail service quality reporting recommendations of
the NARUC Technology Policy Subgroup "Service Quality White Paper"
adopted November 11, 1998. Answer time performance may be reported on a
multi-state basis in accordance with the consolidated handling of some
calls by Bell Atlantic/GTE call centers. Each such quarterly report
shall be filed no later than 50 days after the end of the quarter
covered by the report. The first report filed for each state shall cover
the most recent quarter that ended at least 50 days prior to the date
the report is due. Categories of reporting for retail services include
installation and maintenance, switch outages, transmission facility
outages, service quality-related complaints, and answer time
performance. Reports shall be filed for a period of 36 months following
the date of Bell Atlantic/GTE's first report for that state. A copy of
each report for a state shall be included on a Bell Atlantic/GTE
Internet website or provided to the relevant state commission.[^90]

52. Bell Atlantic/GTE shall report on a quarterly basis ARMIS local
    service quality data required by the Commission separately for each
    of its operating companies. Bell Atlantic/GTE shall provide service
    quality data in accordance with Table 1 of ARMIS Report No. 43-05 on
    a quarterly basis. The service quality data required by this
    Paragraph shall be included on a Bell Atlantic/GTE Internet website
    or made available to state commissions in the Bell Atlantic/GTE
    States.[^91]

53. Bell Atlantic/GTE shall report, on a disaggregated, company-specific
    basis, certain of the service quality data described in Table I of
    ARMIS Report No. 43-05 to show the service levels it provides to
    Genuity as compared to other companies[^92] purchasing its
    high-speed special access and regular special access services.
    Specifically, Bell Atlantic/GTE shall report performance data for
    the following measurements for these services on a monthly basis:
    the percent of commitments met; the average interval (in days); the
    average interval to repair service (in hours); and the trouble
    report rate. Bell Atlantic/GTE shall also report performance data
    for the following measure: average delay days due to lack of
    facilities.[^93] No later than 30 days after Merger Closing Date,
    Bell Atlantic/GTE shall, in consultation with the Chief of the
    Common Carrier Bureau, modify these measurements and develop any
    applicable performance measurement business rules to the extent
    necessary. Any developed business rules, once approved by the Chief
    of the Common Carrier Bureau, will be made publicly available. Bell
    Atlantic/GTE will begin providing, on a proprietary basis, the
    performance data on these five measures to the Commission and to the
    independent auditor 60 days after Merger Closing Date. To the extent
    its separate advanced services affiliate begins providing such
    services to Genuity, the requirements in this paragraph apply to the
    separate affiliate as well. The requirements in this paragraph shall
    cease to apply once Bell Atlantic/GTE has obtained section 271
    approvals representing 95% of its in-region access lines or no
    longer has the right to convert its Genuity Class B shares into
    greater than a 10 percent interest.[^94]

**XX. NRIC Participation**

54\. Bell Atlantic/GTE shall continue to participate in the Network
Reliability and Interoperability Council ("NRIC"), or a successor
organization, if any.

**ENSURING COMPLIANCE WITH\
AND ENFORCEMENT OF THESE CONDITIONS**

**XXI. Compliance Program**

55\. Bell Atlantic/GTE shall establish a Compliance Program as follows:

a\. Bell Atlantic/GTE shall appoint a senior corporate officer to
oversee Bell Atlantic/GTE's implementation of, and compliance with,
these Conditions; to monitor Bell Atlantic/GTE's compliance program and
progress toward meeting the deadlines specified herein; to provide
periodic reports regarding Bell Atlantic/GTE's compliance as required by
these Conditions; to ensure that payments due under these Conditions are
timely made; and to consult with the Chief of the Common Carrier Bureau
and other appropriate individuals as the Chief deems necessary on an
ongoing basis regarding Bell Atlantic/GTE's compliance with these
Conditions. The corporate compliance officer shall provide copies of all
notices Bell Atlantic/GTE provides to the Commission or a state
commission to the independent auditor required under Paragraph 56 and
shall consult with the independent auditor regarding Bell Atlantic/GTE's
progress in meeting the deadlines and milestones specified in these
Conditions. The corporate compliance officer may be the same corporate
officer with responsibility for Bell Atlantic/GTE's compliance with
Section 272 obligations. The audit committee of Bell Atlantic/GTE's
Board of Directors shall oversee the corporate compliance officer's
fulfillment of these responsibilities. The requirements of this
Subparagraph shall remain in effect until all other Conditions have
expired.

b\. Not later than 60 days after the Merger Closing Date, Bell
Atlantic/GTE shall submit to the Common Carrier Bureau's Audit Staff
("Audit Staff") for review and comment a plan for compliance with these
Conditions. The compliance plan shall be afforded confidential treatment
in accordance with the Commission's normal processes and procedures. A
letter providing notice of the filing shall be filed the same day with
the Secretary of the Commission for the public record. Bell Atlantic/GTE
will make a redacted version of the compliance plan publicly available.

c\. Following the Merger Closing Date, Bell Atlantic/GTE shall submit to
the Audit Staff and file for the public record (except for materials for
which confidential treatment is requested) an annual compliance report
detailing Bell Atlantic/GTE's compliance with these Conditions during
the preceding calendar year. This annual compliance report shall be
submitted no later than March 15 (or the first business day thereafter)
of the calendar year following the year covered by the report. A report
shall be filed for each calendar year in which Bell Atlantic/GTE is
subject to obligations under other Sections of these Conditions. The
annual compliance report shall address Bell Atlantic/GTE's compliance
with these Conditions and the sufficiency of Bell Atlantic/GTE's
internal controls for complying, shall include a discussion of the
efficiencies realized as a result of the merger, and shall be prepared
in a format substantially similar, in relevant respects, to the format
of the independent auditor's section of the audit report described in
Subparagraph 56f, below.

**XXII. Independent Auditor**

56\. Bell Atlantic/GTE shall, at its own expense, annually engage an
independent auditor to conduct an examination engagement resulting in a
positive opinion (with exceptions noted) regarding Bell Atlantic/GTE's
compliance with all these Conditions (and also shall perform the audit
of Bell Atlantic/GTE's divestiture of Genuity and the sufficiency of
Bell Atlantic/GTE's internal controls designed to ensure compliance with
such Conditions, except as noted in Paragraph 57, below. The first
annual examination engagement shall exclude compliance with Section
VIII. Bell Atlantic and GTE shall jointly engage an independent auditor
for this purpose prior to the Merger Closing Date. The engagement shall
be supervised by persons licensed to provide public accounting services
and shall be conducted in accordance with the relevant standards of the
AICPA. The independent auditor shall be acceptable to the Chief of the
Common Carrier Bureau and shall not have been instrumental during the
past 24 months in designing all or substantially all of the systems and
processes under review in the audit, viewed as a whole. An independent
auditor's report shall be filed for each calendar year in which Bell
Atlantic/GTE is subject to obligations under other Sections of these
Conditions, provided that no report shall be due if that report would
cover a portion of a calendar year that is less than 60 days. In that
event, the period of less than 60 days shall be audited in the report
covering the subsequent calendar year, if any. The independent auditor's
report (which may consist of multiple reports) shall be prepared and
submitted as follows.

a\. Not later than 60 days after the Merger Closing Date, the
independent auditor shall submit a preliminary audit program, including
the proposed scope of the audit and the extent of compliance and
substantive testing, to the Audit Staff. The preliminary audit program
shall be afforded confidential treatment in accordance with the
Commission's normal processes and procedures. The independent auditor
shall consult with the Common Carrier Bureau's Audit Staff and Bell
Atlantic/GTE regarding changes to the preliminary audit program, but
approval by the Audit Staff shall not be required.

b\. During the course of the audit, the independent auditor shall inform
the Audit Staff of any revisions to the audit program; notify the Audit
Staff of any meetings with Bell Atlantic/GTE in which audit findings are
discussed; and consult with the Common Carrier Bureau regarding any
accounting or rule interpretations necessary to complete the audit. The
independent auditor shall notify Bell Atlantic/GTE of any consultation
with the Common Carrier Bureau regarding accounting or rule
interpretations.

c\. The independent auditor shall have access to books, records, and
operations of Bell Atlantic/GTE and its affiliates that are under the
control of Bell Atlantic/GTE and are necessary to fulfill the audit
requirements of this Section. The independent auditor shall notify Bell
Atlantic/GTE's compliance officer of any inability to obtain such
access. The auditor may notify the Audit Staff if access is not timely
provided after notification to the compliance officer.

d\. The independent auditor may verify Bell Atlantic/GTE's compliance
with these Conditions through contacts with the Commission, state
commissions, or Bell Atlantic/GTE's wholesale customers, as
appropriate.[^95]

e\. The independent auditor may consult with Bell Atlantic/GTE's
corporate compliance officer concerning matters that arise during the
course of the year regarding these Conditions. If necessary after such
consultation, the independent auditor may notify the Audit Staff of
these matters. No later than June 1 (or the first business day
thereafter) of the year following the calendar year covered by the
audit, the independent auditor shall submit its final audit report for
the preceding year to the Audit Staff. The independent auditor's report
shall be made publicly available.

f\. The independent auditor's report(s) shall include a discussion of
the scope of the work conducted; a statement regarding Bell
Atlantic/GTE's compliance or non-compliance with these Conditions; a
statement regarding the sufficiency of Bell Atlantic/GTE's internal
controls for complying with these Conditions; a statement regarding the
accuracy of Bell Atlantic/GTE's annual compliance report for the year
covered by the audit; a statement regarding the timeliness and accuracy
of the notices provided to the Commission or its staff pursuant to
specific notification requirements of these Conditions; a statement
regarding the accuracy and completeness of the performance data provided
to telecommunications carriers and regulators under these Conditions;
and a description of any limitations imposed on the auditor in the
course of its review by Bell Atlantic/GTE or other circumstances that
might affect the auditor's opinion.

g\. For 24 months following submission of the final audit report, the
Commission and state commissions in the Bell Atlantic/GTE States shall
have access to the working papers and supporting materials of the
independent auditor at a location in Washington, D.C. that is selected
by Bell Atlantic/GTE and the independent auditor. Copying of the working
papers and supporting materials by the Common Carrier Bureau shall be
allowed but shall be limited to copies required to verify compliance
with and enforce these Conditions. Any copies made by the Common Carrier
Bureau shall be returned to Bell Atlantic/GTE by the Common Carrier
Bureau. The Common Carrier Bureau's review of the working papers and
supporting materials shall be kept confidential pursuant to the
Commission's rules and procedures. Prior to obtaining access to the
working papers and supporting materials, state commissions shall enter
into a protective agreement with the Chief of the Common Carrier Bureau
and Bell Atlantic/GTE under which the state commission's review,
including any notes, shall be kept confidential.

h\. Not later than 60 days following submission of the final audit
report, Bell Atlantic/GTE and the Audit Staff shall meet and confer
regarding changes to the detailed audit program for the subsequent
year's audit.

57\. Bell Atlantic/GTE shall, at its own expense and under the same
retention timetable set out in Paragraph 56, annually engage an
independent auditor to perform an agreed-upon procedures engagement
regarding compliance with the separate Advanced Services affiliate
requirements of Section I of these Conditions. The independent auditor
shall be acceptable to the Chief of the Common Carrier Bureau and shall
not have been instrumental during the preceding 24 months in designing
all or substantially all of the systems and processes under review in
the audit, viewed as a whole. The independent audit shall be supervised
by persons licensed to provide accounting services and shall be
conducted in accordance with the relevant standards of the AICPA. For
purposes of the engagement required by this Subparagraph, the Commission
and Bell Atlantic/GTE shall be the only specified users; the Chief of
the Common Carrier Bureau and Bell Atlantic/GTE must both consent to the
audit methods and procedures to be used; and the independent auditor
must accept those methods and procedures. In the event such mutual
consent cannot be obtained, an independent third-party panel of auditors
will be selected by Bell Atlantic/GTE and the Chief of the Common
Carrier Bureau and paid for by Bell Atlantic/GTE to arbitrate any
dispute. An independent auditor's report shall be filed for each
calendar year in which Bell Atlantic/GTE is subject to separate
affiliate obligations under Section I, provided that no report shall be
due if that report would cover a portion of a calendar year that is less
than 60 days. In that event, the period of less than 60 days shall be
audited in the report covering the subsequent calendar year, if any. The
independent auditor's report shall be prepared and submitted as
described in Subparagraphs 56b-h, above, except that the report shall be
submitted no later than May 1 (or the first business day thereafter) of
the year following the year covered by the audit. Bell Atlantic/GTE and
the Chief of the Common Carrier Bureau, working with the independent
auditor selected by Bell Atlantic/GTE, shall make good-faith efforts to
determine the procedures to be used in the engagement no later than 120
days after the Merger Closing Date. In determining the procedures to be
used, Bell Atlantic/GTE and the Chief of the Common Carrier Bureau shall
give due consideration to the procedures established for biennial audits
under 47 U.S.C. § 272(d).

**XXIII. Enforcement**

58\. The specific enforcement mechanisms established by these Conditions
do not abrogate, supersede, limit, or otherwise replace the Commission's
powers under the Communications Act. Performance or non-performance of
these Conditions by Bell Atlantic/GTE does not in itself constitute
compliance or non-compliance with any federal, state, or local law or
regulation, except Bell Atlantic/GTE's obligation to perform these
Conditions. The payments for non-performance specifically required by
these Conditions, to which Bell Atlantic/GTE has voluntarily agreed, are
payments in the public interest and are not penalties, forfeitures, or
fines.

59\. If the Chief of the Common Carrier Bureau makes a determination
that Bell Atlantic/GTE has during the effective period of a Condition
failed to comply with that Condition, the Bureau Chief may, at his or
her discretion, extend the effective period of that Condition for a
period that does not exceed the period during which Bell Atlantic/GTE
failed to comply with the Condition. If the failure to comply that
causes the Bureau Chief to extend a Condition also has had the effect of
denying a person or entity access to a facility or service or the
intended benefit required to be provided under another of these
Conditions, the Bureau Chief may, in his or her discretion, extend the
period during which Bell Atlantic/GTE is required to comply with the
other Condition for a period that does not exceed the period during
which access to the facility or service or intended benefit was
unavailable. Bell Atlantic/GTE may appeal the Bureau Chief's decisions
made pursuant to this Paragraph to the Commission.

60\. Bell Atlantic/GTE shall be strictly obligated to make the payments
for non-performance specifically required by these Conditions, and no
showing of a willful violation shall be necessary in order to enforce
such payments. Bell Atlantic/GTE shall not be liable for any payments,
however, if the Chief of the Common Carrier Bureau grants a waiver
request filed by Bell Atlantic/GTE in which Bell Atlantic/GTE will have
the burden of proof to demonstrate that the failure to meet a condition
was caused by a force majeure event or an Act of God. If the Chief of
the Common Carrier Bureau refuses to grant a waiver, Bell Atlantic/GTE
may appeal that decision to the Commission.

61\. Except as otherwise provided in these Conditions, Bell Atlantic/GTE
shall make payments due under these Conditions within 10 business days
of a determination by Bell Atlantic/GTE's compliance officer, the Chief
of the Common Carrier Bureau, the Commission, or an arbitrator, that
payment is due. If the Commission or a state commission has not taken an
action to designate or administer a fund that is required in order for
Bell Atlantic/GTE to make a payment required under these Conditions,
Bell Atlantic/GTE shall make its payment into an interest bearing escrow
account pending such action. If Bell Atlantic/GTE's obligation to make a
payment is disputed by Bell Atlantic/GTE, Bell Atlantic/GTE shall make
the disputed payment into an interest bearing escrow account within 10
business days of the date the payment was due. Within 10 business days
of making a payment of a disputed amount into escrow, Bell Atlantic/GTE
shall file with the Commission a verified statement of the grounds on
which payment is not required. Subject to rights of rehearing and
appeal, the escrowed payments (including any accrued interest) shall be
returned to Bell Atlantic/GTE or paid to the appropriate fund in
accordance with the final and non-appealable Commission or judicial
order resolving the dispute. A decision by the Chief of the Common
Carrier Bureau under this Paragraph is appealable to the Commission.

62\. The Chief of the Common Carrier Bureau may in his or her
discretion, upon a request and showing of good cause by Bell
Atlantic/GTE, grant extensions of deadlines established by these
Conditions.

63\. Bell Atlantic/GTE shall not be excused from its obligations under
these federal Conditions on the basis that a state commission lacks
jurisdiction under state law to perform an act specified or required by
these Conditions (e.g., review and approve interconnection agreement
amendments, or determine if telecommunications providers violate
requirements associated with the promotional discounts).

**XXIV. Sunset**

64\. Except where other termination dates are specifically established
herein, all Conditions set out in this Appendix, except for the
Conditions requiring Bell Atlantic/GTE to provide Advanced Services
through one or more separate affiliates, as set out in Section I, shall
cease to be effective and shall no longer bind Bell Atlantic/GTE in any
respect 36 months after the Merger Closing Date, unless the Commission
orders that a Condition or Conditions be extended for noncompliance
reasons in accordance with Paragraph 59 above. Unless specifically
stated otherwise, it is intended that each of the Conditions will
generate 36 months of benefit. Since some of the Conditions will not
become effective or operational until sometime after the Merger Closing
Date, such Conditions will remain in effect (as specified) longer than
36 months after the Merger Closing Date.

**XXV. Effect of Conditions**

65\. The various offerings and initiatives contained in these
Conditions, including but not limited to the carrier-to-carrier
promotions, OSS requirements and performance monitoring Conditions, may
substantially duplicate requirements imposed in connection with the
merger under state law. These Conditions shall supplement, but shall not
be cumulative of, substantially related conditions imposed under state
law. Where both these Conditions and conditions imposed in connection
with the merger under state law grant parties similar rights against
Bell Atlantic/GTE, affected parties shall not have a right to invoke the
relevant terms of these Conditions in a given state if they have invoked
a substantially related condition imposed on the merger under state law.
For example, telecommunications carriers requesting unbundled local
loops for residential service under promotional terms offered pursuant
to state approval of the merger would not also be able to invoke the
promotional discounts on unbundled loops required by these Conditions.
Furthermore, any unbundled local loops provided by Bell Atlantic/GTE for
residential service under a substantially similar merger-related state
commission imposed promotion in a given state would be deducted from the
number of unbundled local loops required to be provided in that state
under Section XI of these Conditions. This Section shall not limit the
Commission's powers to enforce these Conditions or the reporting
requirements of Bell Atlantic/GTE under these Conditions.

66\. When considering a request by Bell Atlantic/GTE for in-region,
interLATA authority under 47 U.S.C. § 271, the Commission -- in view of
the public interest benefits inherent in compliance with the
requirements of 47 U.S.C. § 271(d)(3) -- shall not consider the possible
expiration of any of the above Conditions per the terms of this Appendix
to be a factor that would render the requested authorization
inconsistent with the public interest, convenience, and necessity.

**ATTACHMENT A**

# 

# [CARRIER-TO-CARRIER PERFORMANCE ASSURANCE PLAN]{.underline}

**[Availability of Reports]{.underline}**

1\. Bell Atlantic/GTE shall provide the Commission with performance
measurement results,[^96] on a monthly basis in an Excel spreadsheet
format, demonstrating Bell Atlantic/GTE's monthly performance provided
to the aggregate of all CLECs in the Bell Atlantic/GTE Service Area
within each of the Bell Atlantic/GTE States, as compared to Bell
Atlantic/GTE's retail performance (where applicable) or as compared to a
benchmark. Bell Atlantic/GTE shall also provide the Commission, state
commissions in the Bell Atlantic/GTE States, and CLECs with access to
Bell Atlantic/GTE's Internet website[^97], where these parties can
obtain performance measurement results demonstrating Bell Atlantic/GTE's
monthly performance provided to the aggregate of all CLECs, as compared
to Bell Atlantic/GTE's retail performance (where applicable). Bell
Atlantic/GTE shall also provide the CLECs with access to Bell
Atlantic/GTE's Internet website where a CLEC can obtain performance
measurement results demonstrating Bell Atlantic/GTE's monthly
performance provided to that same CLEC on an individual basis. All such
CLEC-specific data shall be made available, subject to protective
agreements or agency confidentiality rules, to the Commission on Bell
Atlantic/GTE's Internet website, and will be made available for review,
subject to protective agreements, by state commissions in the Bell
Atlantic/GTE States.

2\. Bell Atlantic/GTE's implementation of the Plan does not limit either
the Commission's or the states' authority regarding performance
monitoring, in the context of applications for in-region, interLATA
relief under 47 U.S.C. § 271 or otherwise.[^98]

3\. The performance measurements, benchmarks, and statistical methods
utilized in the Plan were based upon those developed in the New York and
California collaborative processes, with modifications to provide
greater clarity or greater uniformity between measurements for the Bell
Atlantic states and the GTE states.[^99]

4\. Bell Atlantic/GTE and the Chief of the Common Carrier Bureau shall
jointly review the Bell Atlantic/GTE measurements on a semi-annual
basis, to determine whether measurements should be added, deleted, or
modified. Bell Atlantic/GTE shall provide the Chief of the Common
Carrier Bureau with notice of any changes to the design or calculation
of these measurements adopted by the New York or California State
commissions. The Chief of the Common Carrier Bureau shall, at the next
semi-annual review, determine whether and when Bell Atlantic/GTE shall
implement such changes adopted by the New York State Public Service
Commission in the Bell Atlantic States that utilize the changed plan and
whether and when Bell Atlantic/GTE shall implement such changes adopted
by the California Public Utility Commission in the GTE States that
utilize the changed plan. Bell Atlantic/GTE and Commission staff shall
meet within 60 days of the Merger Closing Date to agree on the format
for the measurement reports.

**[Performance Measurements]{.underline}**

5\. In each Bell Atlantic/GTE State, the Plan shall consist of 17
measurement categories of performance that may have a direct and
immediate impact upon a CLEC's end user customer.[^100] The 17
performance measurement categories are designed to demonstrate whether
Bell Atlantic/GTE is providing parity or benchmark performance in its
Service Areas to each CLEC. Attachments A-1a and A-1b provide a list of
the 17 performance measurement categories, and Attachments A-2a and A-2b
provide a description of the definitions, exclusions, business rules,
levels of disaggregation, calculation, and reporting structure for each
of the 17 performance measurement categories.

6\. Where Bell Atlantic/GTE provides a CLEC with a service that has a
retail analog, the performance Bell Atlantic/GTE provides to its own
retail operations within a state shall be compared with the performance
Bell Atlantic/GTE provides to the CLEC within the same state to
determine if parity exists. Where Bell Atlantic/GTE provides a CLEC a
service for which there is no retail analog, the performance Bell
Atlantic/GTE provides to the CLEC within a state shall be compared with
a benchmark.

7\. Generally accepted statistical analyses -- *i.e*., modified Z-tests
and a critical Z-value -- shall be utilized to determine whether Bell
Atlantic/GTE is in parity or has met the benchmark. Attachment A-3
provides a description of how these statistical analyses shall be used.

# 

# [Voluntary Payments]{.underline}

8\. The Plan shall also consist of voluntary payments to the U.S.
Treasury, with monthly and annual caps for the Bell Atlantic/GTE Service
Area (allocated on a per state basis). The 17 performance measurement
categories are designated as being in either the High, Medium, or Low
payment level. Attachments A-5a and A-5b provide a list of the 17
performance measurements and the payment level that applies each year.
Attachment A-4 provides a table of the voluntary payments, setting forth
the per occurrence and per measurement payments at the High, Medium, and
Low levels, and the caps for those measurements where voluntary payments
are made on a per occurrence basis with a cap. Attachment A-6 provides
the per state monthly and annual caps that apply each year. The
obligation to make these voluntary payments in all Bell Atlantic/GTE
States attaches 270 days after the Merger Closing Date.

9\. Bell Atlantic/GTE shall make voluntary payments to the U.S. Treasury
if Bell Atlantic/GTE fails to provide parity or benchmark performance to
the aggregate of all CLECs operating in the Bell Atlantic/GTE Service
Area in any Bell Atlantic/GTE State on any measurement[^101] for either
(1) 3 consecutive months, or (2) 6 months or more in a Performance Plan
Year, as determined by use of the modified Z-tests and a critical
Z-value. A "Performance Plan Year" is the first twelve full calendar
months that begin after the 270th day after the Merger Closing Date and
each succeeding twelve full calendar months after the first Performance
Plan Year. Voluntary payments for each Bell Atlantic/GTE State shall be
made on a per occurrence or per occurrence with a cap basis for
measurements listed in Schedule A and on a per measurement basis for
measurements in Schedule B of Attachments A-1a and A-1b, applying the
statistical analyses and the calculations described in Attachment A-3,
the payment level for the measurements in Attachments A-5a and A-5b, and
the per-occurrence and per-measurement voluntary payment amounts set
forth in Attachment A-4. The voluntary payments shall be calculated on
the rolling average of occurrences or measurements, as appropriate,
where Bell Atlantic/GTE has failed to provide parity or benchmark
performance for 3 consecutive months.[^102] If Bell Atlantic/GTE fails
to provide parity or benchmark performance in any Bell Atlantic/GTE
State for 6 or more months in a Performance Plan Year, the voluntary
payments shall be calculated as if all such months were missed
consecutively.[^103]

10\. In order to ensure that CLECs ordering low volumes of certain
resold local services and UNEs, and CLECs operating in emerging markets,
receive parity and benchmark performance, Bell Atlantic/GTE shall
increase the voluntary payments calculated in accordance with Paragraph
9 for certain "qualifying sub-measurements."[^104] A "qualifying
sub-measurement" is a disaggregated sub-category covering performance
for certain resold services and UNEs for the following eight Bell
Atlantic and GTE measurements: PR-3, PR-4, PR-5, PR-6, MR-2, MR-3, MR-4,
and MR-5. For Bell Atlantic states, the covered services are UNE
platform; resale 2-wire digital loops (ISDN); UNE 2 Wire xDSL Loops; UNE
2 Wire Digital Loops (ISDN). For GTE States, the covered services are
UNE-platform; UNE Loop xDSL Capable; and Resale Specials. For these
qualifying sub-measurements; the voluntary payments calculated using the
3 month rolling average described in Paragraph 9 above shall be
multiplied by a factor of 3 under the following circumstances and
pursuant to the following methodology. The provisions of this Paragraph
10 only apply in the event that a voluntary payment is owed for a
qualifying sub-measurement per the provisions of Paragraph 9 (*i.e.*,
this Paragraph only applies in the event that Bell Atlantic/GTE has
failed to provide parity or benchmark performance on a qualifying
sub-measurement for 3 consecutive months or in 6 or more months in a
performance plan year).

a\. [Qualifying Sub-Measurements.]{.underline} If, for the 3 months that
are utilized to calculate the rolling average, there were 100 or more
observations on average per month for the qualifying sub-measurement,
then no increase in voluntary payments is owed pursuant to the
provisions of this Subparagraph. If, for the 3 months that are utilized
to calculate the rolling average, there were more than 10 but less than
100 observations on average per month for the qualifying
sub-measurement, then Bell Atlantic/GTE shall calculate the voluntary
payments to the U.S. Treasury for that qualifying sub-measurement in
accordance with Paragraph 9 and shall treble the amount of such
voluntary payments for that qualifying sub-measurement.

b\. When Bell Atlantic/GTE and the Chief of the Common Carrier Bureau
jointly review the 17 measurement categories on a semi-annual basis in
accordance with Paragraph 4, the Chief of the Common Carrier Bureau may
substitute, on a one-for-one basis, the sub-measurements associated with
any other existing service or UNE within measurements PR-4 for the
initial set of qualifying sub-measurements.[^105] During this
semi-annual review, the Chief of the Common Carrier Bureau may also
increase the number of qualifying sub-measurements by including, from
the list of qualifying measurements, the sub-measurements associated
with new services and/or UNEs as qualifying sub-measurements. The Chief
of the Common Carrier Bureau may add a maximum of 3 such new services
and/or UNEs over the duration of the Plan.

11\. The monthly and annual caps on the total amount of voluntary
payments for which Bell Atlantic/GTE shall be liable, as provided for in
Attachment A-6, may be reduced by an amount up to \$125 million in the
third year of the Plan if Bell Atlantic/GTE completes the OSS interface
and business rule changes provided for in Paragraphs 18-19 by a date
that is sooner than the target dates specified in such Paragraphs, as
follows:

a\. The monthly and annual caps on the total amount of voluntary
payments for which Bell Atlantic/GTE shall be liable may be reduced by
an amount up to \$75 million during the third 12 month period if Bell
Atlantic/GTE completes the OSS enhancement commitments in Paragraphs
18-19 of the Conditions in the Bell Atlantic Service Areas early and by
an amount up to \$50 million during the third 12 month period if Bell
Atlantic/GTE completes the commitments in Paragraphs 18-19 of the
Conditions in the GTE Service Areas early. The amount of the reduction
will correspond to the number of days early by which Bell Atlantic/GTE
completes the commitments in Paragraphs 18-19 as follows:

  ------------ ---------------------------- -----------------------------
  Number of    Annual Cap Reduction if OSS  Annual Cap Reduction if OSS
  Days Early   Enhancements are Completed   Enhancements are Completed
               Early in Former Bell         Early in Former GTE Service
               Atlantic Service Areas       Areas

  30           \$ 6 Million                 \$ 4 Million

  60           \$ 12 Million                \$ 8 Million

  90           \$ 18 Million                \$ 12 Million

  120          \$ 24 Million                \$ 16 Million

  150          \$ 30 Million                \$ 20 Million

  180          \$ 36 Million                \$ 24 Million

  210          \$ 42 Million                \$ 28 Million

  240          \$ 48 Million                \$ 32 Million

  270          \$ 54 Million                \$ 36 Million

  300          \$ 61 Million                \$ 40 Million

  330          \$ 68 Million                \$ 45 Million

  360          \$ 75 Million                \$ 50 Million
  ------------ ---------------------------- -----------------------------

b\. Any required reductions in the annual cap during the third 12-month
period pursuant to Subparagraph (a) above shall be prorated across all
Bell Atlantic/GTE States and apportioned to monthly caps utilizing the
same ratios used to develop the tables in Attachment A-6.

12\. The amount of payments otherwise due each month under this Plan in
a state shall be offset by the sum of (1) the amount of any payments
made by Bell Atlantic/GTE to private or public parties (including, but
not limited to, CLECs, state commissions, state governments, public
interest funds or groups, or other entities) each month under any
state-approved local interconnection performance monitoring or
performance measurement plan in that state, and (2) the amount of
payments made by Bell Atlantic/GTE related to performance measurements
paid to CLECs each month in that state under the terms of an approved
local interconnection agreement with Bell Atlantic/GTE. Provided,
however, that the amount of any payments made to affiliates of Bell
Atlantic/GTE shall not be used in calculating the offset.

13\. Performance measurement results for each month shall be available
to the Commission, state commissions and CLECs by the 25th day of the
following month. If Bell Atlantic/GTE becomes liable for voluntary
payments to the U.S. Treasury, such payments shall be made 30 days after
the performance measurement results become available. If such payments
are made, Bell Atlantic/GTE shall provide notice to the Commission
within 5 business days after the payment is made.

14\. Bell Atlantic/GTE shall not be liable for voluntary payments to the
U.S. Treasury if Bell Atlantic/GTE's failure to provide parity or
benchmark performance is attributable to an atypical event beyond the
control of Bell Atlantic/GTE such as an Act of God, or a *force majeure*
event. Bell Atlantic/GTE shall engage in "root cause analysis" to
demonstrate that an apparent out-of-parity condition was attributable to
an atypical event beyond the reasonable control of the ILEC. If Bell
Atlantic/GTE determines through "root cause analysis" that it failed to
provide parity or benchmark performance only due to conditions outside
the reasonable control of the ILEC, Bell Atlantic/GTE may seek a waiver
from the Chief of the Common Carrier Bureau relieving Bell Atlantic/GTE
from voluntary payments to the U.S. Treasury. Bell Atlantic/GTE shall
have the burden of proof to make the required showing, and shall have a
right of appeal to the Commission. If Bell Atlantic/GTE seeks such a
waiver, Bell Atlantic/GTE shall place the voluntary payments at issue
into an interest bearing escrow account. If Bell Atlantic/GTE fails to
carry its burden of proof, the amount of voluntary payments paid into
the escrow account, including any accrued interest, shall be remitted to
the U.S. Treasury. If Bell Atlantic/GTE carries its burden of proof, the
amount of voluntary payments paid into the escrow account, including any
accrued interest, shall be returned to Bell Atlantic/GTE.

15\. Voluntary payments made by Bell Atlantic/GTE under the Plan shall
not be reflected in the revenue requirement of any Bell Atlantic/GTE
incumbent LEC.

16\. The measurements and benchmarks under the Plan bear no necessary
relationship to the standard of performance that satisfies Bell
Atlantic/GTE's legal obligations in a particular state, and payments
under the Plan shall not constitute an admission by Bell Atlantic/GTE of
any violation of law or noncompliance with statutory or regulatory
requirements with respect to the provision of local facilities or
services to Bell Atlantic/GTE's wholesale or retail customers.

ff

[^1]: All annotations to these Conditions contained in the following
    footnotes are explanatory notes that have been added in order to
    facilitate implementation and enforcement of these Conditions.

[^2]: The intent of these Conditions is to address concerns raised by
    the proposed merger. To the extent that these Conditions impose
    fewer or less stringent obligations on Bell Atlantic/GTE than the
    requirements of any past or future Commission decision or any
    provisions of the 1996 Act or the Commission or state decisions
    implementing the 1996 Act or any other pro-competitive statutes or
    policies, nothing in these Conditions shall relieve Bell
    Atlantic/GTE from the requirements of that Act or those decisions.
    The approval of the proposed merger subject to these Conditions does
    not constitute any judgment by the Commission on any issues of
    either federal or state competition law. In addition, these
    conditions shall have no precedential effect in any forum, and shall
    not be used as a defense by the Merging Parties in any forum
    considering additional procompetitive rules or regulations.

[^3]: Because of the insular nature of the Commonwealth of the Northern
    Marianas Islands (CNMI), only the following Conditions shall apply
    in the CNMI: Section IV (Non-discriminatory Rollout of xDSL
    Services); Section XIV (Alternative Dispute Resolution through
    Mediation); Section XVII (InterLATA Services Pricing); Section XVIII
    (Enhanced Lifeline Plans); Section XIX (Additional Service Quality
    Reporting); Section XXI (Compliance Program); Section XXII
    (Independent Auditor); Section XXIII (Enforcement); Section XXIV
    (Sunset); and Section XXV (Effect of Conditions).

[^4]: The terms Bell Atlantic States and Service Area and GTE States and
    Service Area include only those states and service areas where Bell
    Atlantic/GTE will have incumbent local telephone operations after
    the Merger Closing Date and after execution of planned sales of
    local exchange properties. If these planned sales are not executed,
    then those States and Service Areas shall also be subject to these
    conditions.

[^5]: The term "chaining transactions" refers to transactions between
    the incumbent LEC and separate affiliate through other Bell
    Atlantic/GTE entities.

[^6]: This means that the Commission does not regard the separate
    affiliate as a per se successor or assign based on the relationship
    described in these Conditions. Rather, there is a rebuttable
    presumption that the separate affiliate will not be a successor or
    assign. The final determination of whether a relationship
    establishes a successor or assign is a case-by-case determination
    based on the totality of the facts and circumstances.

[^7]: The term "assets" is defined as equipment, software, customer
    accounts, initial capital contribution, and real estate.

[^8]: This means that the Commission does not regard the separate
    affiliate as a per se successor or assign based on the transactions
    contemplated by these Conditions. Rather, there is a rebuttable
    presumption that the separate affiliate will not be a successor or
    assign. The final determination of whether transfers of assets or
    employees establishes a successor or assign is a case-by-case
    determination based on the totality of the facts and circumstances.

[^9]: Billing and collection services will be offered on a sufficiently
    disaggregated basis so that an unaffiliated telecommunications
    carrier may select only the particular services it requires.

[^10]: OI&M services that are subject to the Commission's UNE pricing
    rules are subject to forward-looking pricing methodologies. For
    example, Bell Atlantic/GTE will be undertaking various operations,
    maintenance, and installation functions as a normal consequence of
    providing services, unbundled elements and interconnection. These
    normal functions will be priced in accordance with forward-looking
    rules applicable to the underlying service, unbundled element or
    interconnection.

[^11]: Network planning, engineering, design, and assignment services
    consist of those limited functions described in Subparagraphs 4(a),
    4(c), 4(d), and such services as are necessary for the transition of
    the embedded base of advanced services customers that the Bell
    Atlantic/GTE incumbent LECs are permitted to perform on behalf of
    the separate affiliate(s), as such services relate to the deployment
    of Advanced Services Equipment and the transition to the provision
    of advanced services from the Bell Atlantic/GTE incumbent LECs to
    the separate affiliate. Network planning, engineering, design, and
    assignment services should be construed narrowly. Consistent with
    the nondiscrimination safeguards described in Paragraph 3, the
    Advanced Services Affiliate must obtain all permissible network
    planning, engineering, design, and assignment services through an
    arm's length negotiation, with the final agreement reduced to
    writing and made publicly available on its Internet site.

[^12]: If the Advanced Services affiliate is provided network planning,
    engineering, design, and assignment services from another Bell
    Atlantic/GTE entity (which is not an incumbent LEC), and if that
    other entity has substantial relationships with the incumbent LEC
    such that the other entity probably is a successor or assign of the
    incumbent LEC, a question would arise as to whether the Advanced
    Services affiliate is also a successor or assign of the incumbent
    LEC.

[^13]: If the Advanced Services affiliate is provided services,
    facilities, or network equipment from another Bell Atlantic/GTE
    entity (which is not an incumbent LEC) and if that other entity has
    substantial relationships with the incumbent LEC such that the other
    entity probably is a successor or assign of the incumbent LEC, a
    question would arise as to whether the Advanced Services affiliate
    is also a successor or assign of the incumbent LEC.

[^14]: Advanced Services Equipment does not include DACS frames used for
    voice services.

[^15]: Splitters and other equipment on customer premises will continue
    to be classified as CPE where such equipment is CPE under the
    Commission's rules.

[^16]: To the extent that Bell Atlantic/GTE incumbent LECs provide
    Interim Line Sharing to the Advanced Services Affiliate(s) after the
    effective date of the Steady-State Provisioning requirements in
    Paragraph 4, the Advanced Services Affiliate must order the Interim
    Line Sharing arrangement pursuant to Subparagraph 4(f). Consistent
    with the "functional equivalent" requirements in subparagraph 6(g),
    the Bell Atlantic/GTE incumbent LECs may continue to provide ADSL
    services until the effective start date of the Steady-State
    Provisioning requirements.

[^17]: Where transactions between the incumbent LEC and the separate
    affiliate are required to be on a non-discriminatory basis, such
    transactions between the separate affiliate and the incumbent LEC
    shall be conducted in the same manner in which unaffiliated entities
    conduct transactions with the incumbent LEC.

[^18]: The corporate compliance officer described in Paragraph 55 of
    these Conditions will notify appropriate Commission staff when the
    transaction period ends (*i.e.,* when Bell Atlantic/GTE has stopped
    receiving and processing Advanced Services-related trouble reports
    and performing related trouble isolation on behalf of the separate
    Advanced Services affiliate on an exclusive basis).

[^19]: Where Bell Atlantic/GTE chooses to provide Advanced Services
    through a separate affiliate that complies with all of the
    requirements of 47 U.S.C. § 272, such that the separate affiliate
    also must comply with the Conditions, the Chief of the Common
    Carrier Bureau will resolve any instances of conflict between the
    requirements of 47 U.S.C. § 272 and the Conditions, and will inform
    Bell Atlantic/GTE how to proceed.

[^20]: If any conflict or inconsistency arises between paragraphs 3 and
    4 of these Conditions, the provisions of paragraph 4 will control.

[^21]: Pursuant to subparagraphs 6(a), 6(b), and 6(c), Bell Atlantic/GTE
    will start operating in strict accordance with the Steady-State
    Provisioning requirements no later than the later of: (i) 180 days
    after the Merger Closing Date; or (ii) the date on which any asset
    transfers are completed pursuant to subparagraph 3(e), subject to
    subparagraph 6(f). Until the Steady-State Provisioning requirements
    go into effect, Bell Atlantic/GTE will operate in strict accordance
    with the "functional equivalent" requirements in Subparagraph 6(g).

[^22]: This means that these functions may not be provided by the
    incumbent LEC as part of the OI&M contemplated in Subparagraph 3(c).

[^23]: The brand and model number of the particular Advanced Services
    Equipment will generally not be a material term or condition, so
    that the incumbent LEC will provide non-discriminatory service
    regardless of the specific equipment brand and model selected by
    unaffiliated carriers. Unaffiliated entities shall pay reasonable
    costs to train the incumbent LEC's employees to service the
    equipment.

[^24]: For example, the incumbent LEC may not make engineering or design
    changes to the work order; all such modifications and amendments
    must be made by the Advanced Services Affiliate without any
    engineering or design assistance from the ILEC. *See also*
    paragraphs 4c-4f. The incumbent LEC may assist the Advanced Services
    Affiliate with the ministerial preparation and administration of
    work orders only to the extent that it provides such assistance to
    unaffiliated carriers.

[^25]: The brand and model number of the particular Advanced Services
    Equipment will generally not be a material term or condition, so
    that the incumbent LEC will provide non-discriminatory service
    regardless of the specific equipment brand and model selected by
    unaffiliated carriers. Unaffiliated entities shall pay reasonable
    costs to train the incumbent LEC's employees to service the
    equipment. Incumbent LEC work order processes, including interfaces,
    must also be non-discriminatory.

[^26]: *See supra* n.24.

[^27]: *See supra* n.25.

[^28]: The fact that unaffiliated telecommunications carriers and the
    separate affiliate are using the same interface, process, and
    procedure, even if other interfaces, processes, and procedures are
    made available by the incumbent LEC to accomplish the same purpose,
    would be evidence of good faith, non-discriminatory implementation
    of this Condition.

[^29]: *See supra* n.28.

[^30]: *Id.*

[^31]: This means that the functions may not be provided by the
    incumbent LEC as part of the OI&M contemplated in Subparagraph 3(c).

[^32]: *See supra* n.31.

[^33]: To the extent the Bell Atlantic/GTE incumbent LECs provide such
    assignment services to the Advanced Services Affiliate after the
    Merger Close Date, all such activities must cease no later than 180
    days after the Merger Close Date, pursuant to Subparagraph 3(c)(3).

[^34]: *See supra* n.31.

[^35]: Only the information required to perform the permitted function
    may be extracted from the record, and such information may be used
    only for a permitted purpose. Systems used for providing information
    to the incumbent LEC are to be designed consistent with these
    limitations.

[^36]: The ILEC will provide access to all records associated with
    services or unbundled elements provided to the separate affiliate
    and unaffiliated providers of Advanced Services in a
    non-discriminatory fashion, and will keep all such records in a
    manner equally useful to the separate affiliate and unaffiliated
    providers of Advanced Services.

[^37]: This means that the functions may not be provided by the ILEC as
    part of the OI&M contemplated in Subparagraph 3c. In addition,
    ordering facilities and/or services, other than in connection with
    the conversion of the embedded base of advanced services customers
    during the transition period, shall not be included in network
    planning, engineering, design, and assignment services.

[^38]: The fact that unaffiliated telecommunications carriers and the
    separate affiliate are using the same interface, process, and
    procedure, even if other interfaces, processes, and procedures are
    made available by the incumbent LEC to accomplish the same purpose,
    would be evidence of good faith, non-discriminatory implementation
    of this Condition.

[^39]: The brand and model number of the particular Advanced Services
    Equipment will generally not be a material term or condition, so
    that the incumbent LEC will provide nondiscriminatory service
    regardless of the specific equipment brand and model selected by
    unaffiliated carriers. Unaffiliated entities shall pay reasonable
    costs to train the incumbent LEC's employees to service the
    equipment.

[^40]: The fact that unaffiliated telecommunications carriers and the
    separate affiliate are using the same process and procedure, even if
    other processes and procedures are made available by the incumbent
    LEC to accomplish the same purpose, would be evidence of good faith,
    non-discriminatory implementation of this Condition.

[^41]: *See supra* n.40.

[^42]: The brand and model number of the particular Advanced Services
    Equipment will generally not be a material term or condition, so
    that the incumbent LEC will provide nondiscriminatory service
    regardless of the specific equipment brand and model selected by
    unaffiliated carriers. Unaffiliated entities shall pay reasonable
    costs to train the incumbent LEC's employees to service the
    equipment.

[^43]: The incumbent LEC's offer must include \-- without additional
    charge \-- processes and procedures which protect unaffiliated
    carriers' proprietary interests in the identity of their customers.
    Failure to satisfy this requirement would be evidence that this
    condition has not been implemented in a good faith,
    non-discriminatory fashion.

[^44]: Good faith implementation of this condition would require that
    the incumbent take the same steps to discover the identity of the
    provider of Advanced Services (*e.g.,* by asking the customer),
    regardless of who is providing the Advanced Services. However, the
    incumbent cannot use the information obtained as a result of the
    transfer for any marketing or sales purpose.

[^45]: The fact that unaffiliated telecommunications carriers and the
    separate affiliate are using the same interface, process, and
    procedure, even if other interfaces, processes, and procedures are
    made available by the incumbent LEC to accomplish the same purpose,
    would be evidence of good faith, non-discriminatory implementation
    of this Condition.

[^46]: New activations for embedded customers are governed by
    Subparagraph (2).

[^47]: These negotiations are to be on an "arm's length" basis.

[^48]: If the interconnection agreement between the Bell Atlantic/GTE
    incumbent LEC and its separate affiliate has not become effective
    within 90 days of the filing date pursuant to 47 U.S.C. § 252(e)(4),
    Bell Atlantic/GTE will follow the rule in subparagraph 5(a) above
    with respect to jurisdictionally interstate services. During the
    transition period specified in these conditions, however, the Bell
    Atlantic/GTE incumbent LEC may also operate in accordance with the
    transitional mechanisms specified in paragraphs 3(c) and 6.

[^49]: *See supra* n.48.

[^50]: The functional equivalent requirements ensure that the public
    receives the benefits of the separate affiliate condition
    immediately after the Merger Close Date. As such, the functional
    equivalent requirements contained in Subparagraph 6(g) constitute
    the minimum standard for Bell Atlantic/GTE's advanced services
    operations after the Merger Close Date. After the Paragraph 4
    Steady-State Provisioning requirements go into effect, Bell
    Atlantic/GTE may no longer operate in accordance with the more
    lenient functional equivalent requirements.

[^51]: "Facilities and/or services" includes interconnection facilities,
    transmission facilities, network elements, and collocation
    facilities.

[^52]: After the Steady-State Provisioning requirements are in effect,
    the Advanced Services Affiliate must order Interim Line Sharing
    arrangements in accordance with Paragraph 4(f).

[^53]: The separate Advanced Services affiliate may not provide
    interLATA services in a state until: 1) the Bell Atlantic/GTE
    incumbent LEC serving that state has received any required interLATA
    authority from the Commission; and 2) the separate Advanced Services
    affiliate complies with the separate affiliate requirements of
    section 272 and the Commission's rules.

[^54]: This condition presumes that the separate Advanced Services
    affiliate is not found to be a successor or assign of the incumbent
    LEC.

[^55]: If this line sharing performance measurement is implemented as a
    disaggregated sub-measure of an existing measurement, it shall have
    the same penalty level ("High," "Medium" or "Low") as the other
    sub-measurements for that measure. If it is a new, separate
    performance measurement, the penalty level shall be consistent with
    similar measurements under the plan. *See* Attachment A-5a and A-5b.

[^56]: Any such audit or inspection is limited to being a "technical"
    audit.

[^57]: This restriction includes, in particular, employees of the
    separate Advanced Services affiliate or Bell Atlantic/GTE personnel
    who perform the retail functions contemplated in Subparagraphs
    3a-3c.

[^58]: The rates, terms, and conditions associated with loop
    conditioning will be sufficiently disaggregated so that an
    unaffiliated telecommunications carrier may select only the
    conditioning it requires on a particular loop.

[^59]: Links to the information must be displayed prominently on the
    initial page of Bell Atlantic/GTE's corporate website for CLECs or
    as otherwise directed by the Chief of the Common Carrier Bureau to
    ensure easy accessibility.

[^60]: The Common Carrier Bureau Chief shall determine whether a
    state-approved performance reporting and enforcement mechanism is
    "comprehensive" for the purpose of this Section. A state-approved
    mechanism may be determined not to be "comprehensive" if, for
    example, it omits a particular measurement or category of
    measurements deemed important by the Common Carrier Bureau Chief.
    The Common Carrier Bureau Chief may decide to retain part of the
    reporting and penalty obligations associated with these Merger
    Conditions where a state-approved mechanism is determined not to be
    comprehensive.

[^61]: The term "uniform interfaces" also refers to the same version of
    an EDI, CORBA, and/or GUI interface (as described in the preceding
    sentence).

[^62]: The Plan shall include an assessment of the current status of
    Bell Atlantic and GTE OSS with respect to each sub-issue, including:
    (1) uniform interfaces and business rules within the Bell Atlantic
    Service Areas and separately within the GTE Service Areas; (2)
    uniform transport and security protocols within the combined Bell
    Atlantic/GTE Service Area; and (3) the commitments made in
    Attachments B-1 and B-2.

[^63]: Once a change management process is adopted in a state pursuant
    to paragraph 20 herein, notice and testing of any changes to the OSS
    interfaces, business rules, and/or transport and security protocols
    shall be conducted in a manner consistent with that change
    management process, unless otherwise agreed to in the collaborative
    process.

[^64]: To the extent such uniformity is achieved through changes to the
    OSS interfaces, business rules, and/or transport and security
    protocols, notice and testing of such changes shall be conducted in
    a manner consistent with the change management process adopted
    pursuant to paragraph 20 herein (once a change management process is
    adopted in a state).

[^65]: The Arbitrator may determine that more than one "violation" has
    occurred in a state on a given day.

[^66]: For an EBI enhancement agreed upon in any collaborative or state
    proceeding, or required by the arbitrator pursuant to Paragraph
    19(b), CLECs will, if required to do so, pay Bell Atlantic/GTE for
    the enhancement in accordance with the collaborative, proceeding or
    arbitration.

[^67]: The amount of any payments made to affiliates of Bell
    Atlantic/GTE shall not be used in calculating the offset.

[^68]: Bell Atlantic/GTE must continue to provide the discount until it
    has filed an *[ex parte]{.underline}* letter to the Chief of the
    Common Carrier Bureau certifying that it has reached the 75%
    threshold and specifying the evidence upon which it has relied.

[^69]: The performance measures applicable to the state where the
    agreement will be performed will apply.

[^70]: Links to the agreements must be displayed prominently on the
    initial page of each Bell Atlantic/GTE out-of-region local exchange
    affiliate's website or on the initial page of Bell Atlantic/GTE's
    corporate website for CLECs, or as otherwise directed by the Chief
    of the Common Carrier Bureau, to ensure easy accessibility.

[^71]: The performance measures applicable to the state where the
    agreement will be performed will apply.

[^72]: *See* *Local Competition Order*, 11 FCC Rcd 15499 (1996),
    ¶¶ 1309-1323.

[^73]: Bell Atlantic/GTE will act in good faith in determining whether
    to agree voluntarily to such arbitrated provisions in the latter
    state(s) and in determining whether to submit such arbitrated
    provisions to immediate arbitration in the latter state(s). For
    example, Bell Atlantic/GTE generally would not require a requesting
    telecommunications carrier to arbitrate in the latter state(s) a
    provision that previously was arbitrated and decided in that
    state(s), except to the extent necessary to preserve its appellate
    rights or to ask the state to reconsider based on changed or new
    facts or circumstances. Bad faith attempts by Bell Atlantic/GTE to
    block or delay adoption in a Bell Atlantic/GTE State of any UNE,
    whole interconnection agreement, or interconnection agreement
    provisions arbitrated in any other Bell Atlantic/GTE State after the
    Merger Closing Date would be considered a violation of this Order
    and could subject Bell Atlantic/GTE to penalties, fines or
    forfeitures pursuant to general Commission authority.

[^74]: The performance measures applicable to the state where the
    agreement will be performed will apply.

[^75]: *See* *Local Competition Order,* 11 FCC Rcd 15499 (1996),
    ¶¶ 1309-1323.

[^76]: Links to the offer must be displayed prominently on the initial
    page of Bell Atlantic/GTE's corporate website for CLECs or as
    otherwise directed by the Chief of the Common Carrier Bureau to
    ensure easy accessibility.

[^77]: This term used in subparagraph 35(a)(iii) shall be interpreted in
    accordance with the Commission's Fifth Report and Order in CC Docket
    No. 96-262.

[^78]: Likewise, if a state discount is greater than 25 percent, the
    state discount will apply.

[^79]: The scope of any such audit or inspection is limited to
    determining whether the promotional discount is being provided in
    accordance with this condition.

[^80]: If the Offering Window in a state ends for the unbundled loop
    promotions in that state because the maximum allowable quantity of
    loops subject to the promotion has been exceeded in that state, Bell
    Atlantic/GTE shall file notice with the Secretary of the Commission,
    the relevant state commission and the CLECs operating in that state,
    within 3 business days after terminating the Offering Window for the
    availability of promotional unbundled local loop discounts in the
    state.

[^81]: Links to the offer must be displayed prominently on the initial
    page of Bell Atlantic/GTE's corporate website for CLECs or as
    otherwise directed by the Chief of the Common Carrier Bureau to
    ensure easy accessibility

[^82]: The term used in subparagraph 37(c)(iii) shall be interpreted in
    accordance with the Commission's Fifth Report and Order in CC Docket
    No. 96-262.

[^83]: It would be inconsistent with the good faith implementation of
    this Condition for Bell Atlantic/GTE to encourage or solicit the
    property owner's objection.

[^84]: It would be inconsistent with the good faith implementation of
    this Condition for Bell Atlantic/GTE to encourage or solicit the
    property owner's objection.

[^85]: Until the Commission declares Commercial Mobile Radio Services
    (CMRS) to be a competitive substitute for traditional local
    telecommunications services, provision of CMRS shall not count as
    Competitive Local Service.

[^86]: Bell Atlantic/GTE shall pay to the U.S. Treasury 150 percent of
    any amount by which it falls short of devoting \$250 million to
    Facilities Expenditures, regardless of the total amount of Bell
    Atlantic/GTE's Out-of-Region Expenditure. This payment, however,
    will be offset by half of the amount of any payment due under this
    paragraph for a shortfall in the Out-of-Region Expenditure. Bell
    Atlantic/GTE's failure to make any payments required by this
    Condition would be considered a violation of this Order and could
    subject Bell Atlantic/GTE to penalties, fines, or forfeitures,
    pursuant to general Commission authority.

[^87]: For purposes of this Section, customer lines includes telephone
    access lines, xDSL or other lines used to provide Advanced Services,
    cable lines, or other lines of communications used to provide
    Competitive Local Service. A line subject to line sharing shall be
    considered one customer line even if Bell Atlantic/GTE, its
    affiliate, or the venture to which Bell Atlantic/GTE has contributed
    is providing both the voice and advanced services.

[^88]: These forms will be provided in English and such other languages
    as are prevalent in the applicable area served by Bell Atlantic/GTE.

[^89]: Bell Atlantic/GTE will endeavor to respond to inquiries made in
    non-English languages which are prevalent among residents in the
    areas served by Bell Atlantic/GTE.

[^90]: The web address containing a list of the reports and direct links
    to them must be provided to the Commission and to each state
    commission.

[^91]: *See supr*a n.90.

[^92]: Bell Atlantic/GTE will report on its provision of these services
    to all companies, including Internet service providers, Internet
    backbone providers and interexchange carriers.

[^93]: This measurement is designed to track average calendar days from
    due date to completion date on company missed orders due to lack of
    facilities.

[^94]: *See* Appendix B.

[^95]: The term "wholesale customers" includes, but is not limited to,
    telecommunications carriers that purchase interconnection, services
    or unbundled elements under tariffs, interconnection agreements or
    any other means for use in the telecommunications services offered
    by such telecommunications carriers.

[^96]: These "performance measurement results" shall consist of the data
    collected according to the 17 performance measurements discussed in
    this Attachment, and listed in Attachments A-1a and A-1b.

[^97]: Availability via a single website will be phased in after merger.
    For the Bell Atlantic states, CLEC aggregate reports will be
    provided electronically as excel spreadsheets. CLEC specific
    reports, for those CLECs requesting individual reports, will be sent
    on electronic media via overnight mail and then via a Bell Atlantic
    web site via FTP. For the GTE states, reports will be available on
    the GTE website. Within six months of the merger, a single website
    will be available for all reports.

[^98]: The Commission notes that Bell Atlantic/GTE's Plan constitutes
    the Applicants' voluntary proposal for monitoring and remedying the
    specific potential public interest harms associated with the merger.
    Performance programs being developed by state commissions,
    particularly in the context of section 271 proceedings, serve a
    different purpose and may be designed to cover more aspects of local
    competition.

[^99]: The fact that these modifications were made should not be
    interpreted as reflecting the Commission's preference for these
    modifications over the business rules approved by the New York
    Public Service Commission or the California Public Utility
    Commission.

[^100]: The Commission reiterates that Bell Atlantic/GTE's selection of
    these 17 measurements for the purpose of this merger-related Plan
    has no necessary bearing on the appropriate scope of a performance
    assurance plan designed in the section 271 context. As noted above,
    performance programs developed by state commissions, particularly in
    the context of section 271 proceedings, may be designed to cover
    more aspects of local competition.

[^101]: The word "measurement" in this context does not refer to the 17
    measurement categories listed in Attachment A-1a and A-1b, but
    instead refers to each disaggregated sub-measurement into which the
    17 performance measurement categories are divided. Bell Atlantic/GTE
    shall make a voluntary payment as required for any disaggregated
    sub-measurement.

[^102]: In other words, Bell Atlantic/GTE will make a voluntary payment
    in the event it fails to provide parity or benchmark performance for
    three consecutive months, and another payment if the failure
    continues for a fourth consecutive month, and so on. In each case,
    the payment will be calculated according to the rolling average of
    occurrences for the last three consecutive out-of-parity months. For
    example, if Bell Atlantic/GTE is out of parity on a measurement for
    January, February, and March, it would make a payment based on the
    January-February-March average; if it is also out of parity for the
    same measurement in April, it would make another payment, based on
    the February-March-April average.

[^103]: In other words, four payments would be made in a year where a
    measure is out of parity for six months (and five payments in a year
    where a measure is out of parity for seven months, and so on).

[^104]: The term "qualifying sub-measurements" applies to 38
    disaggregated sub-measurements for Bell Atlantic, and to 28
    disaggregated sub-measurements for GTE, as set forth on the attached
    charts.

[^105]: The Chief of the Common Carrier Bureau may elect to substitute,
    for example, all "qualifying sub-measurements" relating to resale
    2-wire digital loops (ISDN) (*i.e.,* PR-4-02, PR-4-04, PR-4-05) with
    the corresponding sub-measurements relating to another resold
    service or UNE (such as resold DS1 service, or a new resold service
    which Bell Atlantic/GTE may offer in the future).