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or in part by any court or agency of competent jurisdiction, said decision shall not affect the validity of the remaining portions hereof. Section 5.05 Nonenforcement. Neither party shall be excused from complying with any of the provisions of this Agreement by any failure of the other party, upon any one or more occasions, to insist upon strict performance of this Agreement or to seek the other party's compliance with any one or more of such terms or conditions of this Agreement. Section 5.06 Conflicts of law. If there is a conflict between the provisions of this Agreement and any law, whether federal, state, or City, including all future laws and Agreements, the law and conflicting Agreement provision will, to the extent reasonably possible, be construed so as to be consistent with each other and if such construction is not reasonably possible, the conflicting provision of this Agreement shall be deemed superseded by such law and have no effect, notwithstanding the contract clause of the United Stated Constitution. Section 5.07 Change of law. Notwithstanding anything in this Agreement, if any federal, state, or local laws or regulations (including, but not limited to, those issued by the Federal Communications Commission or its successor agency) and any binding judicial interpretations thereof (collectively, "Laws ") that govern any aspect of the rights or obligations of the parties under this Agreement shall change after the Effective Date and such change (a) declares this Agreement invalid, in whole or in part, or (b) requires either Party to either (i) perform any act that is inconsistent with any provision of this Agreement or (ii) cease performing any act required by any provision of this Agreement, including any obligations with respect to compensation or other financial obligations pursuant to this Agreement, or (c) alters a Party's jurisdiction or rights related to this Agreement or similar agreements, then either Chesapeake or Portsmouth shall promptly notify the other of such fact. Upon receipt of such notification, the parties, acting in good faith, shall determine whether such declaration or requirement has a material and adverse effect on this Agreement. If the Parties, acting in good faith, determine that such declaration or requirement does not have a material and adverse effect on this Agreement, then the Parties shall comply with such declaration or requirement. If the Parties, acting in good faith, determine that such declaration or requirement does have such an effect or that compliance with such declaration or requirement would materially frustrate or impede the ability of a Party, to carry out its obligations pursuant to, and the purposes of, this Agreement, then the Parties may enter into good faith negotiations to amend this Agreement. Such materially frustration or impediment of the ability of a Party shall not include the potential increase in cost or expense to said Party, nor the choice of location, placement or other requirements of fiber optic cabling facilities. If the parties fail to produce an Agreement which is reasonably acceptable to both Chesapeake and Portsmouth, then Chesapeake or Portsmouth may accelerate the expiration of the Term so that the Term shall expire on a date determined by Chesapeake and Portsmouth not less than twelve (12) months after such determination.