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September 1, 2017

VIA OVERNIGHT DELIVERY

Ms. Jocelyn BoydChief Clerk and AdministratorSouth Carolina Public Service CommissionSynergy Business Park, The Saluda Building101 Executive Center DriveColumbia, SC 29210

Re: Interconnection Agreement between United Telephone Company of theCarolinas LLC d/b/a CenturyLink and Time Warner Cable InformationServices (South Carolina), LLCDocket No.

Dear Ms. Boyd:

On behalf of United Telephone Company of the Carolinas LLC d/b/a CenturyLink("CenturyLink") and Time Warner Cable Information Services (South Carolina), LLC ("TimeWarner") hereby submits this Interconnection Agreement ("Agreement") between the parties.This agreement will be effective upon Commission approval.

CenturyLink and Time Warner respectfully request that the Commission approve thisAgreement. CenturyLink is represented in this matter by Mr. Scott Elliott, Elliott & Elliott P.A.,1508 Lady Street, Columbia, SC 29201. He can also be reached at (803) 771-0555.

JAn extra copy of the cover letter is also enclosed. Please stamp the extra copy as "Filed"

and return to me in the usual manner. Thank you for your assistance in this matter. If you haveany questions on this matter, please contact me at 850-599-1560.

S ~s P6sk ey~Susan S. MastertonSSM/jhcc: Vincent Paladini (via electronic mail)(on behalfofTime Warner)

Maribeth Bailey (via electronic mail)(on behalfofTime Warner)Scott Elliott

DocuSign Envelope ID; 77E37E61-8869-4A05-81 20-82C6C9A92966

a~Ii™

CenturyLink™

INTERCONNECTION AGREEMENT

BY AND BETWEEN

United Telephone Company of the Carolinas LLC d/b/a CenturyLink

AND

Time Warner Cable Information Services (South Carolina), LLC

FOR THE STATE OF SOUTH CAROLINA

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ARTICLE I.

1. GENERAI RULES.....2. DEFINITIONS .

TABLE OF CONTENTS

ARTICLE II. GENERAL TERMS AND CONDITIONS. .24

3.4.5.6.7.8.910.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39.40.41.42.

ARTICLE

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ARTICLE

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MS AND CONDITIONS......

TION

EFFECT.

APPLICATION OF THESE GENERAL TERPOSIT(ON OF THE PARTIES..INTENTIONALLY LEFT BLANK.REGULATORYAPPROVALS.EFFECTIVE DATE, TERM AND TERMINACLEC CERTIFICATION.APPLICABLE LAW ..

CHANGES IN LAW ..

AMENDMENTSASSIGNMENTCONFIDENTIAL INFORMATIONCONSENTCONTACTS BETWEEN THE PARTIES.GENERAL DISPUTE RESOLUTION ..

INTENTIONALLY LEFT BLANKINTENTIONALLY LEFT BLANKENTIRE AGREEMENT ....FORCE MAJEUREFRAUD..HEADINGS .

INTELLECTUAL PROPERTYLAW ENFORCEMENT ......LIABILITY AND INDEMNIFICATION ..SUBCONTRACTORS..INSURANCENON-EXCLUSIVE REMEDIES ..RESERVATION OF RIGHTS.NOTICES ..

REFERENCES..RELATIONSHIP OF THE PARTIES .

SUCCESSORS AND ASSIGNS — BINDINGSURVIVALTAXES/FEES...TERRITORY....THIRD-PARTY BENEFICIARIESUSE OF SERVICEFEDERAL JURISDICTIONAL AREAS..WAIVERWITHDRAWAL OF SERVICES ..TECHNOLOGY UPGRADES.

III. IMPLEMENTATION.

IMPLEMENTATION PLAN.SECURITY DEPOSITSTART-UP DOCUMENTATIONLETTER OF AUTHORIZATION (LOA)..

IV. OPERATIONAL TERMS.

STANDARD PRACTICES..

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ARTICL

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ARTICI

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INTENTIONALLY LEFT BLANKLOOP MAKE-UP INFORMATION...LOCAL CIRCUIT SWITCHINGDEDICATED TRANSPORT.DARK FIBER TRANSPORT...UNE COMBINATIONS.LINE SPLITTING.........ROUTINE NETWORK MODIFICATIONS TO CENTURYLINK'6 EXISTING N

E VII. RESALE

LOCAL TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE ........GENERAL TERMS AND CONDITIONS FOR RESALE SERVICES.....................PRICING.LIMITATIONS AND RESTRICTIONS ON RESALE.CHANGES IN RETAIL SERVICEREQUIREMENTS FOR SPECIFIC SERVICES...PRE-ORDERING AND ORDERING.ACCESS CHARGES..RESALE OF CLEC'S TELECOMMUNICATIONS SERVICES

ETWORK ........ 1 1 9

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ESCALATION PROCEDURES ..

INTENTIONALLY LEFT BLANK.CONTACT WITH END USERS„CAPACITY PLANNING AND FORECASTS.BONA FIDE REQUEST (BFR) .

ORDERING AND PROVISIONING......UNIVERSAL SERVICE FUND.BILLING AND PAYMENTS/DISPLITED AMOUNTS..AUDITS.CENTURYLI NK OSS INFORMATION ..PROVISION OF USAGE DATA..CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOMERS .....NETWORK MANAGEMENTMAINTENANCE AND REPAIREXPENSES.

E V. INTERCONNECTION, TRANSPORT AND TERMINATION OF TRAFFIC ..........

SERVICES COVERED ..

NETWORK INTERCONNECTION METHODS.SIGNALING AND INTERCONNECTION TRUNKING REQUIREMENTS .................,....INTERCARRIER COMPENSATION.TRANSIT TRAFFIC.....,...............

E VI. UNBUNDLED NETWORK ELEMENTS..

INTRODUCTION.USE OF UNES..INDIVIDUAL CASE BASIS PRICING,.NETWORK INTERFACE DEVICELOOP

ARTICLE VIII. ADDITIONAL SERVICES.

90. NUMBER PORTABLITY91. ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY......92. BASIC 911 AND E911 SERVICE93. DIRECTORY ASSISTANCE94. DIRECTORY LISTINGS SERVICE.

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ARTICLE IX. COLLOCATION ..... 143

95.96.97.98.99.100.101.102.103.104.105.106.107.108.109.110.111.112.113.114.115.116.

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SIGNATU

TABLE 1.

TABLE 2.

SCOPE OF COLLOCATION TERMSTERMINATION OF COLLOCATION SPACECOLLOCATION OPTIONS ..DEMARCATION POINTAPPLICATION PROCESS...SPACE RESERVATION ..

PROVISIONING INTERVALSCONSTRUCTION AND COMMENCEMENT OF BILLING .

EQUIPMENT.AUGMENTS AND ADDITIONS ..

USE OF COMMON AREAS.CO-CARR! ER CROSS CONNECTION .

RATES.CENTURYLINK SERVICES AND OBLIGATIONS..CLEC'S OBLIGATIONSBUILDING RIGHTS.INDEMNIFICATIONPARTiAL DESTRUCTION .

EMINENT DOMAIN.BANKRUPTCY.ASBESTOS...MISCELLANEOUS .

X. PRICING.

GENERAL PRICING TERMSAPPI.ICABII.ITY OF OTHER RATES, TERMS AND CONDITIONS ......APPUCATION OF NON RECURRING CHARGES ...NON-RECURRING CHARGES (NRCS) FOR RESALE SERVICES .....TO BE DETERMINED (TBD) PRICES ..

INDIVIDUAL CASE BASIS PRICING (ICB)

XI. MISCELLANEOUS.

AUTHORIZATION AND AUTHORITYCOUNTERPARTS.

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Docusign Envelope ID: 77637561-B869%A05-8120-82C6C9A92966

This Interconnection Agreement (the "Agreement"), is entered into by and between UnitedTelephone Company of the Carolinas LLC d/b/a CenturyLink ("CenturyLink"), an IncumbentLocal Exchange Carrier in the State of South Carolina, and Time Warner Cable InformationServices (South Carolina), LLC ("CLEC"), in its capacity as a certified provider of local wirelineTelecommunications Service in the State of South Carolina. CenturyLink and CLEC are referredto collectively as the "Parties" and each individually as a "Party". This Agreement establishesthe rates, terms and conditions for local Interconnection, Collocation, local Resale, and thepurchase of Unbundled Network Elements. This Agreement covers services in the State ofSouth Carolina orily ("State").

WHEREAS, the Parties wish to interconnect their local exchange networks for the purposes oftransmission and termination of Local Traffic (as hereinafter defined), so that customers of eachcan receive calls that originate on the other's network and place calls that terminate on theother's network; and

WHEREAS, the Parties desire to exchange such traffic and related signaling in a technicallyand ecoriomically efficient manner at defined and mutually agreed upon Interconnection points;and

WHEREAS, the Parties wish to set forth terms for the purchase of Unbundled NetworkElements, Resale, Additional Services and for Collocation arrangements for the provision ofTelecommunications Services; and

NOW, THEREFORE, in consideration of the mutual provisions contained herein and other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, andwithout waiving any reservation of rights set forth herein, CenturyLink and CLEC herebycovenant and agree as follows:

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DocuSign Envelope ID: 77537E61-8869XA05-81 20-82C6C9A92966

ARTICLE I.

1. GENERAL RULES

1.2

1.3

1.4

1.5

Unless the context clearly indicates otherwise, the definitions set forth in thisArticle of this Agreement shall apply to the entire Agreement and all attachmentsincorporated by reference herein into this Agreement. A defined term intended toconvey the meaning stated in this Agreement is capitalized when used.

Additional definitions that are specific to the matters covered in a particularArticle, attachment or provision may appear in that Article, attachment orprovision. To the extent that there is any difference of interpretation between adefinition set forth in this Agreement and any definition in a specific Article,attachment or provision, the definition set forth in the specific Article, attachmentor provision shall control with respect to that Article, attachment or provision.

Capitalized terms that are not otherwise defined in this Article or elsewhere withinthe Agreement but are defined in the Telecommunications Act of 1996 (Act)and/or the orders and rules implementing the Act shall have the meaning setforth in the Act or in such orders and rules.

Terms used in a Tariff shall have the meanings stated in the Tariff.

Unless the context clearly indicates otherwise, any term defined in thisAgreement which is defined or used in the singular shall indude the plural, andany term defined in this Agreement which is defined or used in the plural shallinclude the singular.

The words "shall" and "will" are used interchangeably throughout the Agreementand the use of either indicates a mandatory requirement. The use of one or theother shall not confer a different degree of right or obligation for either Party.

2. DEPINITIONS

911 Service or 911: Basic 911 Service provides a caller access to the appropriate PSAPby dialing a 3-digit universal telephone number (911). As used in this Agreement,references to 911 Service shall include E911 as defined herein, as appropriate.

911 Service Provider: A 911 System Service Provider furnishes systems and supportnecessary to ena'bl'e 9-1-1 calling for one or more PSAPs in a specific geographic area.

911 Trunk: A trunk capable of transmitting a 9-1-1 dialed call to the Selective Router,and used for the single purpose of transmission of 9-1-1 calls in accordance withapplicable NENA Standards.

Access Service Re vest ASR: The Ordering and Billing Forum document designatedby CenturyLink to be used by the Parties to add, establish, change or disconnectservices or trunks for the purpose of providing special access, Switched AccessServices, and Interconnection.

Access Serv/ces: Interstate and intrastate Switched Access Sen/ices, Special Accessand/or Private Line services, as appropriate.

Access Tandem Switch: A Local Exchange Carrier (LEC) switching system that is usedto connect and switch trunk circuits between and among the LEC's Central Officenetwork and Interexchange Carriers'etworks.

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Act or the Act: The Communications Act of 1934, as amended by theTelecommunications Act of 1996, and as amended from time to time and codified at 47U.S.C. 8151, et seq.

ACTI: Access Customer Terminal Location as defined by Telcordia.

Advanced Services: Means intrastate or interstate wireline TelecommunicationsServices (including, but net limited to, ADSL, IDSL, xDSL, Fratvte Relay and Cell Relay)that rely on packetized, Packet Switched or other technology that enab1e users tooriginate and receive high-quality voice, data, graphics and/or video telecommunicationsusing any technology.

Affiliate: Shall have the meaning set forth in $153(1) of the Act.

ALI Database: A database which stores information associated with End Usercustomers'elephone numbers or shell records.

~at et t: sans att laws, stat tes, c m on t, rdt ance, des,guidelines, orders, permits and approvai of any governmental regulations, including, butnot limited to, the Act, the regulations, rules, and final orders of the FCC and theCommission, and any final orders and decisions of a court of competent jurisdictionreviewing the regulations, rules, or orders of the FCC or the Commission.

The transfer of all Telecommunications Services and featuresavailable for resale that are currently being provided for a specific account, without therequirements of a specific enumeration of the services and features on the Local ServiceRequest (LSR), with all such services being provided "as is."

Automated Messa e Accountin AMA: The structure inherent in switch technologythat initially records telecommunication message information. AMA format is containedin the Automated Message Accounting document, published by Telcordia Technologiesas GR-1100-CORE, which defines the industry standard for message recording.

Automatic Location Identification ALI: A record that includes the subscriber's name(identiTied by ANI), street address, emergency service number and other predeterminedinformation associated with the E-911 caller's telephone number, which is forwarded tothe PSAP for display. Additional telephones with the same number as the calling party'(secondary locations, off-premise extensions, etc.); will be identified with the serviceaddress of the calling party's listed number.

Automatic Number Identification ANI: A telephone number associated with the access(ine from which the cali originates, used for selective routing and for display at a PublicSafety Answering Point (PSAP) to identify the caller. It is the key field in the ALIdatabase. Any reference to ANI in this Agreement shall be deemed to be inclusive ofpANI, as appropriate.

Bill Date: The date when a CenturyLink service is billed and/or invoiced to a customer.The Bill Date is generally the date one (1) day past the billing cycle close date and willappear on any such bill or invoice.

Bill Due Date: The date that payment fora bill or invoice is due. The Bill Due Date shallbe the date thirty (30) Days from the Bill Date.

Bona Fide Re uest BFR: The process CLEC must use (1) to submit a request toobtain access to a Network Element to wh'ich CenturyLink is required to provide accesson an unbundled basis under Applicable Law, but which Network Element is new,undefined or not otherwise available under the terms of this Agreement; (2) when

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facilities and equipment are not Currently Available; (3) when CLEC requests thatCenturyLink provide a Network Element on an unbundled basis that is superior orinferior in quality than those that CenturyLink provides to itself; and (4) to request certainother services, features, capabilities or functionality defined and agreed upon by theParties as services to be ordered via the BFR process on an individual case basis (ICB).

~gudneaa Oa: Monday ihio gh Piday, cepi i p y h id y whichCenturyLink is officially closed for business.

Carrier Access.Billin S stem CABS: The system which is defined in a documentprepared under the direction of the Billing Committee of the OBF. The CABS documentis published by Telcordia, and contains the recommended guidelines for the billing ofaccess and other connectivity services.

switch or switches for connection to the Public Switched Telephone Network (PSTN).

Central Office Buildin wr Buildin: Structure (not including a controlled environmentvault (CEV)) housing CenturyLink network equipment that is under the control ofCenturyLink and for which CenturyLink has the right to grant access and/or occupationby third parties.

Central Office Switch: A switch used to provide Telecommunications Services including(1) End Office Switches which are Class 5 switches from which End User TelephoneExchange Services are connected and offered, directly or through subtending Remotes,and (2) Tandem Office Switches which are Class 4 switches used to connect and switchtrunk circuits between and among Central Office Switches. Central Office Switches maybe employed as combination End Office/Tandem Office Switches (combination Class5/Class 4).

Centrex: A Telecommunications Service associated with a specific grouping of lines thatuses central office switching equipment for ca'll routing to handle direct dialing of ca'lls,and to provide numerous private branch exchange-like features.

Centu Lin 0 cretin Com an CTOC or Centu ink: The CenturyLink OperatingCompany in the State that is an individual, separate legal entity Party to this Agreement.

Certificate of O cretin Authorit; A certification by the State Commission that CLEChas been authorized to operate within the State as a provider of local TelephoneExchange Services within CenturyLink's local service area; in many states thiscertification is known as a Certificate of Public Convenience and Necessity.

CIC: An acronym for Carrier Identification Code.

CLASS: An acronym for Custom Local Area Signaling Services. CLASS is based onthe availability of Common Channel Signaling (CCS). CLASS consists of number-translation services such as call-forwarding and caller identification, available within alocal exchange. CLASS is a service mark of Bellcore, now Telcordia.

CLLI Codes: Common Language Location Identifier Codes.

Coliocation: An arrangement whereby a requesting Telecommunications Carrier maylocate equipment necessary for Interconnection or access to Unbundled NetworkElements at CenturyLink Central Offices for the purposes of interconnecting withCenturyLink's network or for accessing CenturyLink's Unbundled Network Elementspursuant to the Interconnection obligations under the Act as codified in 47 C.F.R. $51.~ch: The i ioo gi g.

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~nommin g: Th onn cting, tte hi g. or th rw linking oienunhundied N tw kElement, or a combination of unbundled Network Elements, to one or more facilities orservices that CLEC has obtained at wholesale from CenturyLink or the combining of anunbundled Network Element, or a combination of Unbundled Network Elements with oneor more such facilities or services.

Commission: The State Public Sen/ice or Public Utility Commission, as applicable.

Common Channel Si nalin CCS: A high-speed, specialized, packet-switchedcommunications network that is separate (out-of-band) from the public packet-switchedand message networks. CCS carries addressed signaling messages for individual trunkcircuits and/or database-related services between Signaling Points in the CCS networkusing SS7 signaling protocol.

Common Trans ort/ Common Tandem Trunks: A local interoffice transmission pathbetween End Office Switches, between End Office Switches and Tandem Switches andbetween Tandem Switches in CenturyLink's network. Common Transport paths /Common Tandem Trunks are shared between multiple customers and are required to beswitched at the Tandem Switch.

Com an Identifier d3r Corn an ID: A three to five (3 to 5) character identifier thatdistinguishes the entity providing voice service (e.g. wireline, wireless, VolP, etc.) to theErid Usei. The company identifier registry is maintained by NENA in a nationallyaccessible database.

Com etitive Local Exchan e Carrier. As defined in /f153(26) of the Act, authorized toprovide Telephone Exchange Services or Exchange Access services in competition withan ILEC.

Com etitive Local Exchan e Carrier Profile: A CenturyLink form required to becompleted and submitted to CenturyLink by any Telecommunications Carrier requestingto interconnect or exchange traffic with CenturyLink's network, requesting unbundledaccess to CenturyLink's Network Elements, or the ability to initiate any order submissionto CenturyLink. Among other things, a Telecommunication Carrier is required to provideCenturyLink, on the Competitive Local Exchange Carrier Profile, the following: itsOperating Company Number (OCN), Company Code (CC), and Access Carrier NameAbbreviation (ACNA).

Contract Year: A twelve (12) month period during the term of the Agreementcommencing on the Effective Date and each anniversary thereof.

~oo e t: A t rtd- io et 1L p co p iced entirelyorcopperudreor cappcable. Copper Loops include two-wire and four-wire analog voice-grade Copper Loops,digital Copper Loops (e.g., DSQs and integrated services digital network lines), as wellas two-wire and four-wire Copper Loops conditioned to transmit the digital signalsneeded to provide digital subscriber line services, regardless of whether the CopperLoops are in service or held as spares. A Copper Loop includes attached electronicsusing Time Division Multiplexing (TDM) technology, but does not include packet, cell orframe switching capabilities.

Currentl Avail'able: Existing as part of CenturyLink's network at the time of a requestedorder or service. Currently Available does not inclu'de any service, Network Element,facility, feature, function or capability that CenturyLink either does not provide to itself orto its own End Users, does not have the capability to provide, or is not required toprovide on a resold or unbundled basis under Applicable Law.

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Custom Callin Features: A set of Telecommunications Service features available toresidential and single-line business customers including call-waiting, call-forwarding andthree-party calling.

Customer Pro rieta Network Information CPNI: Shall have the meaning set forth in47 U.S.C. Ig222 and shall also include any additional information specified pursuant toState law.

Customer Service Record CSR: A record detailing the services to which an End Usersubscribes from its telecommunications provider(s).

Customer Service Recorct Search: A process requested by either Party that typicallysearches for basic account information, listing/directory information, service andequipment listing, and billing information for a customer. Both Parties must obtainproper authorization from the End User prior to requesting a Customer Service RecordSearch. A Customer Service Record Search will be obtained by means of a LSR wheresuch request is permitted by the provisions of this Agreement.

Dark Fiber: Fiber within an existing fiber optic cable that has not been activated throughoptronics to render it capable of carrying a Telecommunications Service.

Dark Fiber Trans oit: CenturyLink's unactivated optical interoffice transmissionfacilities, that are within CenturyLink's network and connect CenturyLink switches orWire Centers within the same LATA and State. Dark Fiber Transport does not includetransmission facilities between the CenturyLink network and CLEC's network or thelocation of CLEC's equipment.

Database Mana ement S stem DBMS: A system of manual procedures and computerprograms used to create, store and update the data required to provide SelectiveRouting and/or Automatic Location Identification for 911 systems.

~Da: A calendar day unless otherwise specified.

Ded'cated Trans ort; UNE transmission path between one of CenturyLink's WireCenters or switches and another of CenturyLink'6 Wire Centers or switches within thesame LATA and State or CenturyLink interoffice transmission facilities that are dedicatedto a particular customer or carrier.

Default: A Party's violation of any material term or condition of the Agreement, or refusalor failure in any material respect to properly perform its obligations under thisAgreement, including the failure to make any undisputed payment when due. A Partyshall also be deemed in Default upon such Party's insolvency or, the initiation ofbankruptcy or receivership proceedings by or against the Party or the failure to obtain ormaintain any certification(s) or authorization(s) from the Commission which arenecessary or appropriate for a Party to exchange traffic or order any service, facility orarrangement under this ICA, or notice from the Party that it has ceased doing businessin this State or receipt of publicly available information that signifies the Party is nolonger doing business in this State.

Demarcation Point: The Demarcation Point shall have the meaning set forth in 47C.F.R. /368.105.

Di ital Subscriber Line Access Multi lexer DSLAM: Equipment that links End UserxDSL connections to a single packet switch, typically ATM or IP.

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DocuSign Envelope ID: 77E37E61-B869-4A05-8120-82C6C9A92966

Direct Trunked Trans ort D: A DS1 or DS3 interoffice facility that connects theCenturyLink Serving Wire Center of the CLEC's Local Interconnection Entrance Facilityor Collocation to the terminating CenturyLink Tandem or End Office used exclusively forthe transmission and routing of Telephone Exchange Service and Exchange Access.

Dis uted Amounts: An amount or any portion of bill or invoice sent to a Party that thebilled Party contends, in good faith, is not due and payable. For an amount to qualify asa Disputed Amount, the billed Party must provide written notice to the billing Party of thenature and amount of the disputed charge(s) using the process and time periodestablished by the billing Party,

DS-1: A service having an absolute digital signai speed of 1.544 Mbps.

DS-3: A service having an absolute digital signal speed of 44.736 Mbps.

Duct: A pipe, tube or conduit through which cables or wires are passed.

~cmm gtt:gh n t t n tggtte * tt*t g ttn e t g e g ment tthpseudo ANls for non call-path associated signaling and routing commonly associatedwith the delivery of mobile, nomadic or out-of-region calls.

E911 Customer or PSAP 0 erator A municipality or other state or local governmentalunit, or an authorized agent of one or more municipalities or other state or localgovernment units to whom authority has been lawfully delegated to respond to publicemergency telephone calls, at a minimum, for emergency police and fire service throughthe use of one telephone number, 911.

E-911 or Enhanced 91LService or E911 Service: A telephone system which includesnetwork switching, data base and PSAP preinise elements capable of providing ALIdata, selective routing, selective transfer, fixed transfer, and a call back number.

EAS Extended Area Service: For purposes of this Agreement, EAS will be interpretedgenerically as commonly used within the telecommunications industry to mean anyexpanded or extended local calling area that is set forth in a Party's tariff, regardless ofservice name, that meets commission specifications for the provision of local calling to awider area beyond the exchange with reduced (or without) long distance or toll charges.It can be a flat rate, message or measured and can also be zoned. An EAS calling planthat is required or mandated by the FCC or the Commission is referred to as a"mandatory" EAS irrespective of whether or not mandatory EAS area is only available toend users who affirmatively elect or opt to take advantage of such wider local callingarea and irrespective of whether such end users must pay an additional charge in orderto have the benefit of such mandatory EAS area. Optional EAS is an EAS calling planthat is not required or mandated by the FCC or a Commission but is voluntarily offeredby a Party.

Effective Date: The date of Commission approval of the Agreement.

Electronic Interface: Direct access to Operations Support Systems consisting ofpreordering, ordering, provisioning, maintenance and repair and billing functions.

E er enc Services: Law enforcement, fire, ambulance, rescue, and medical services.

Emer enc Service Number ESN: A three to five digit number that represents a uniquecombination of Emergency Services in one or more ESZs.

Emer enc Services ue Ke ESQK: The ESQK identifies a call instance at a voicepositioning center (VPC), and is associated with a particular SR/ESN combination per

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NENA standards. The ESQK is expected to be a ten-digit North American NumberingPlan number.

Emer enc Service Zone,ESZ: A geographical area that represents a uniquecombination of Emergency Services that are within a PSAP jurisdiction.

End Office: The telephone company office from which the End User receives exchangeservice,

End Office Switch: A switching machine that terminates traffic to and receives trafficfrom End Users purchasing local Telephone Exchange Service. A PBX is notconsidered an End Office Switch.

End User: Any third party retail customer that subscribes to, and does not resell toothers, a service provided by (i) a Party to this Agreement; or (ii) a wholesale customerof a Party, where the service provided by such Party's wholesale customer is derivedfrom a Telecommunications Service provided to such Party by the other Party. Unlessotherwise specified, a reference to a Party's End Users shall be deemed to refer toeither {i) or (ii) above. As used herein, End User does not include any of the Parties tothis Agreement with respect to any item or service obtained under this Agreement, norany Interexchange Carrier (IXC), Competitive Access Provider (CAP) or CommercialMobile Radio Service (CMRS) provider (also known as a Wireless Carrier) or their retailcustomers.

Enhanced Extended Link EEL: The combination of Unbundled Network Elements inthe CenturyLInfr Network consisting of a UNE Local Loop{s) and UNE DedicatedTransport, together with any facilities, equipment, or functions necessary to combinethose UNEs (including, for example, multiplexing capabilities and the NID.

Enhanced Setvice Provider ESP: A provider of enhanced services as those servicesare defined in 47 C.F.R. 564.702. An Internet Service Provider (ISP) is an EnhancedService Provider.

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Exchan e Messa e Interface EMI: The standard used for the exchange oftelecommunications message information among Telecommunications Carriers forbills'ble, non-billable, sample, settlement, and study data. An Exchange MessageInterface (EMI) was formerly known as an Exchange 'Message Record (EMR).

FCC: The Federal Communications Commission.

Federal Universal Service C ar e FUSC: An End User charge that allows aTelecommunications Carrier to recover certain costs of its universal service contributionsfrom its customers.

Federal Universal Service Fund. FUSF: A fund administered by the National ExchangeCarriers Association (NECA) into which Telecommunications Carriers pay their FUSFcontributions.

Fiber-to-the-curb Loo FTTC Loo; A Local Loop consisting of fiber optic cableconnecting to a copper distribution plant that is not more than five hundred (500) feetfrom the customer's premises or, in the case of predominantly resid'ential multipledwelling units (MDUs), not more than five hundred (500) feet from the MDU's minimumpoint of entry (MPOE). The fiber optic cable in a fiber-to-the curb Local Leop mustconnect to a copper distribution plant at a serving area interface from which every other

1 .22.1 5/LAM/ TVVC/SCCT/EQ iCA Template v.o5.31.13 12

DocuSign Envelope ID: 77E37E61-6869&A06-8120-820609A92966

copper distribution subloop also is not more than five hundred (500) feet from therespective customer's premises.

Fiber-to-the-home Loo FTTH Loo: A Local Loop consisting entirely of fiber opticcable, whether dark oi lit, and serving an End User's customer premises or, in the caseof predominantly residential MDUs, a fiber optic cable, whether dark or lit, that extendsto the multiunit premises'POE.Grandfathered Service: A service which is no longer available foi new customers and islimited to the current customer at their current locations with certain provisioninglimitations, including but not limited to upgrade denials, feature adds/changes andresponsible/billing party.

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Incumbent Local Exchan e Carrier ILEC: Shall have the meaning set forth in 47U.S.C. 5251(h).

Indirect Network Connection A method of interconnection for the exchange of LocalTraffic between two Telecommunications Carriiers where the networks of suchTelecommunications Carriers are not directly connected.

Information Service: Shall have the meaning defined in 47 U.S.C. $ 153(20).

Information Service. Provider: A provider of Information Service. Information ServiceProvider includes, but is not limited to, Internet Service Providers (ISPs).

Information Service Traffic: Traffic delivered to or from an Information Service Providerfor the provision of Information Service. ISP-Bound Traffic is a subset of InformationService Traffic.

Inside Wire er Inside Widin: Wiring within the customer premises that extends to theDemarcation Point of CenturyLink's outside plant. Inside Wire is owned or controlled bythe End User (unless otherwise specified herein or under Applicable Law).

Intellectual Pro ert: Means (a) inventions (whether patentable or unpatentable andwhether or not reduced to practice), all improvements thereto, patents, patentapplications and patent disclosures, and all re-issuances, continuations, revisions,extensions and re-examinations thereof, (b) trademarks, service marks, trade dress,logos, trade names, d'omain names and corporate names, and translations, adaptations,derivations and combinations thereof and goodwill associated therewith, and allapp'lications, registrations and renewals,in connection therewith, (c) copyrightable works,copyrights and applications, registrations and renewals relating thereto, (d) mask worksand applications, registrations and renewals relating thereto, (e) trade secrets andconfidential business information (including ideas, research and development, know-how, formulae, compositions, manufacturing and production processes and techniques,technical data, designs, drawings, specifications, customer and supplier lists, pricing andcost information, and business and marketing plans and proposals), (f) computersoftware (including data and related documentation), (g) other proprietary rights, and (h)copies and tangible embodiments thereof (in whatever form or medium).

Intellectual Pro ert Claim: Any actual or threatened claim, action or proceeding relatingto Intel!'actual Property.

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OoouStgn Envelope IO: //E3/E61-68694A05-81 26-836669A92966

Interconnection: Shall have the meaning set forth in 47 C.F.R. /351.5, and refers, in thisAgreement, to the linking of two networks for the mutual exchange of traffic. This termdoes not include the transport and termination of traffic.

interconnection Facilit: The physical connection of separate pieces of equipment andtransmission facilities within, between and among networks, for the transmission androuting of Telephone Exchange Service and Exchange Access, subject to the trunkingrequirements and other terms and provisions of this Agreement.

Interexchan e Carrier IXC: A carrier that provides, directly or indirectly, InterLATA orIntraLATA Telephone Toll Service.

Interexchan e Service: Telecommunications service between stations in differentexchange areas.

,InterLATA Tol! Traffic: Telecommunications traffic between a point located in a LATAand a point located outside such LATA.

Internet Service Provider ISP: An Enhanced Service Provider that provides Internetservices and is defined in paragraph 341 of the FCC's First Report and Order in CCDocket No. 97-158.

intraLATA Toll Traffic: Telecommunications traffic between two locations within oneLATA where one of the locations lies outside of the oriiginating or terminatingCenturyLink Local Calling Area as defined in CenturyLink's local exchange Tariff on filewith the Commission.

IntraLATA LEC Toll Traffic: means IntraLATA Toll traffic originated by the End Users ofa Party acting in ifs capacity as a Local Exchange Carrier and not in its capacity as, oron behalf of, an IXC.

Inte rated Services Di ital Network ISDN User Part ISUP: A part of the SS7 protocolthat defines call setup messages and call takedown messages.ISP-Bound Traffic: For purposes of this Agreement, traffic that is transmitted to anInternet Service Provider ('ISP") who is physically located in an exchange within thesame I CA of the originating End User, consistent with the ISP Remand Order (FCC 01-131), 16 FCC Rcd. 9151 (2001). ISP-Bound Traffic does not include any VNXX Traffic.

Jointl Provided Switched Access Service Traffic: Traffic where both CenturyLink'snetwork and CLEC's network are used to originate Switched Access Service traffic by anEnd User to be delivered to an lnterexchange Carrier (IXC) for call completion, or whereboth CenturyLink's network and CLEC's network are used to terminate Switched AccessService traffic delivered by an IXC to an End User.

Line Side: Refers to an End Office Switch connection that is connected to an ordinarytelephone station set, including the connection between a Local Loop termination at, forexainple, a Main Distribution Frame (MDF) and a switch line card. Line Sideconnections offer only those transmission and signaling features appropriate for theconnection between an End Office and an ordinary telephone set, and cannot be usedfor the direct connection of switching entities.

Local Access and Trans ort Area LATA: Shall have the meaning set forth in Ig153(25)of the Act.

Local Callin Area LCA: The CenturyLink local exchange area, or mandatoryExtended Area Service (EAS) exchanges, as required by a State Commission or asdefined in CenturyLink's local exchange Tariffs.

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Loca! Excban e Carrier LEC: Shall have the meaning setforthin f153(26) ofthe Act.

Local,Exchan e Routin Guide LERG: The Telcordia Technologies referencecustomarily used to identify NPA-NXX routing and homing information, as well asequipment designation.

Local Interconnection Entrance Facilit; A DS1 or DS3 facility that extends from CLEC'sSwitch location or other CLEC Premises to the CenturyLink Serving Wire Center for thatCLEC Switch or Premises. A Local Interconnection Entrance Facility may not extendbeyond the area served by the CenturyLink Serving Wire Center,

Local Interconnection, Trunk or Local Interconnection Trunk Grou: One-way or two-waytrunks or trunk groups used to exchange Local Traffic between a switch of one Party anda switch of the other Party.

~LI c: A t t st t entity o t e M Otst tent F e e {cross-connect),or its equivalent, in a CenturyLink Central Office or Wire Center, inciuding Remoteoffices, and up to the Demarcation Point at a customer's premises, to which CLEC isgranted exclusive use. This includes all electronics, optronics and intermediate devices(including repeaters and load coils) used to establish the transmission path to thecustomer premises. Local Loops include Copper Loops, Hybrid Loops, DS1 loops, DS3loops, and FTTC Loops.

Local Service Re uest LSR: The Ordering and Billing Forum document designated byCenturyLink to be used by the Parties to establish, add, change or disconnect (ocalTelecommunications Services and Unbundled Network Elements, sometimes referred toas a Service Order.

Local Traffic: Traffic, including VolP-PSTN Traffic, that is originated by an End User ofone Party who is physically located in a CenturyLink Local Calling Area on that Party'network and terminated to an End User of the other Party who is physically located inthe same Local Calling Area on that other Party's network. Pursuant to the FCC'sclarifying orders, t.ocal Traffic includes Information Service Traffic only to the extent thatthe End User and the Information Service Provider are physically located in the sameCentu/yLink Local Calling Area. Local Traffic for purposes of intercarrier compensationdoes not include: (1) any ISP-Bound Traffic; (2) any traffic that does not originate andterminate within the same Centuryl.ink Local Calling Area (3) Toll Traffic, including, butnot limited to, calls originated on a 1+ presubscription basis, or on a casual dialed(10XXX/101XXXX) basis; (4) flat-rated toll plans voluntarily offered by a Party,sometimes referred to as "optional" EAS; (5) special access, private line, Frame Relay,ATM, or any other traffic that is not switc'hed by the terminating Pa/ty; (6) Transit Traffic;(7) VNXX traffic; or, (8) Enhanced Services Provider traffic.

LocaL VoiP-PSTN Traffic is VolP-PSTN Traffic that physically originates and terminateswithin the CenturyLink Local Calling Area, or mandatory Extended Area Service (EAS)area, as defined by the Commission or, if not defined by the Commission, then asdefined in existing CenturyLink Tariffs, and shall be considered to be "Local Traffic" assuch term is used in this Agreement.

Loo Facilit Char e: An additional charge applied to all LSRs when ffieldwork isrequired to provide unbundled Local Loop service. Loop Facility Charge is applied on aper LSR basis.

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Doousign Envelope ID: 77E37E61-B869-4A08-8120-82C609A92966

~Loo Q aldcaton: An OSS function that includes supplfi g Local Loop qualecationinformation to CLEC as part of the Pre-ordering Process. Examples of the type ofinformation provided are:

Composition of the loop material, i.e. fiber optics, copper;

Existence, location and type of any electronic or other equipment on the I ocalLoop, including but not limited to;

a. Digital Loop Canier (DLC) or other remote concentration devices;

b. Feeder/distribution interfaces;

c. Bridge taps;

d. Load coils;

e. Pair gain devices; or

f. Distributers in the same or adjacent binders.

Loop length which is an indication of the approximate loop length, based on a 26-gauge equivalent and is calculated'n the basis of Distribution Area distancefrom the central office;

Wire gauge or gauges; and

Electrical parameters.

Main Distribution Fraroe MDF: A distribution frame or equivalent at the Central Officewhere ports inside such Central Office connect to an outside transmission facility.

Main Street Address Guide MSAG: A data base of street names and house numberranges within their associated communities defining ESZs and their associated ESNs toenable proper routing of 911 calls.

Mass Callin Trunks: Trunks designed to handle high cail volumes for a wide range ofapplications, with or without caller interaction with Interactive Voice Response or touch-tone navigation. Mass Calling Trunks typically are associated with television or radioand allow customers to use their telephone to express an opinion, such as voting oninteractive television shows, public opinion polling, surveys, information and contestsusing a virtual call center.

Meet Point: A point, designated by the Parties, at which one Party's responsibility forser'vice begins and the other Party's responsibility ends.Mid-S an Fiber Meet: An Interconnection architecture whereby two carriers'ibertransmission facilities meet at a mutually agreed upon point for the mutual exchange oftraffic, subject to the trunking requirements and other terms and provisions of thisAgreement. The "point" of Interconnection for purposes of /317251(c)(2) and 251(c)(3)remains on CenturyLink's network and is limited to the Interconnection of facilitiesbetween the CenturyLink Serving Wire Center and the location of the CLEC switch orother equipment located within the area served by the CenturyLink Serving Wire Center.

Minutes of Use. Shall be abbreviated as MOU.

Multi le. Exchan e Carrier Access Billin MECAB: The document prepared by theBilling Committee of the Ordering and Billing Forum (OBF), which functions under theauspices of the Carrier Liaison Committee (CLC) of the Alliance for TelecommunicationsIndustry Solutions (ATIS). The currently effective version of the MECAB document,

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DocuSign Envelope ID: 77E37E61-S869-4A05-8120-82C6C9A92966

published by ATIS (0401004-00XX), contains the recommended guidelines for the billingof an access service provided by two or more LECs, or by one LEC in two or morestates within a single LATA.

Multi le Exchan e Carriers Orderin and Desi n Guidelines for Access Services-Indust Su ort Interface MECOD: A document developed by theOrdering/Provisioning Commiftee under the auspices of the Ordering and Billing Forum(OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of theAlliance for Telecommunications Industry Solutions (ATIS). The currently effectiveversion of the MECOD document, published by ATIS (0404120-00XX), establishesmethods for processing orders for access service that is to be provided by two or moreLECs.

National Emer enc Number Association NENA: A not-for-protit corporationestablished in 1982 to further the goal of "One Nation-One Number" for emergency calls.NENA is a networking source and promotes research, planning, and training, NENAstrives to educate, set standards and provide certification programs, legislativerepresentation and technical assistance for implementing and managing 911 systems.

Network Element: Shall have the meaning set forth in I9153(29) of the Act.

Network Interface Device NID: A stand-alone Network Element defined as any meansof interconnecting Inside Widing to CenturyLink's distribution plant, such as a cross-connect device used for that purpose. This includes all features, functions, andcapabilities of the facilities used to connect the Local Loop to End User Inside Wiring,regardless of the specific mechanical design. The NID houses the pretector from whichthe Demarcation Point between the Loca( Loop (inclusive of the NID) and the End User'sInside Wire is established pursuant to 47 C.F.R. I'f68.105. For purposes of thisdefinition, the phrase "End User Access Side of the NID" is descriptive and does notconvey any ownership or usage rights.

North American Numberin Plan NANP: The system of telephone numberingemployed in the United States, Canada, and Caribbean countries for the allocation ofunique 10-digit directory numbers consisting of a three-digit area code, a three-digitoffice code, and a four-digit line number. The plan also extends to format variations,prefixes, and special code applications. NANP also sets rules for calls to be routedacross these countries.

Numberin Plan Area NPA: Also sometimes,referred to as an "area code," an NPA isthe three-digit indicator, which is defined by the "A", "B", and "C" digits of each 10-digittelephone number within the NANP. Each NPA contains 800 possible NXX Codes.There are two general categories of NPA: "Geographic NPAs" and "Non-GeographicNPAs". A Geographic NPA is associated with a defined geographic area, and alltelephone numbers bearing such NPA are associated with services provided within thatgeographic area. A Non-Geographic NPA, also known as a "Service Access Code" or"SAC Code" is typically associated with a specialized Telecommunications Service thatmay be provided across multiple geographic NPA areas. 800, 900, 700, and 888 areexamp'les of N'on-Geographic NPAs.

Number Portabilit NP: The ability of users of Telecommunications Services to retain,at the same location, existing telephone numbers without impairment of quality,reliability, or convenience when switching from one Telecommunications Carrier toanother.

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DocuSign Envelope ID: 77E37E61-9869-4A06-81 20-82C6C9A92966

NXX NXX Code Central Office Code or CO Code: The three-digit switch entityindicator that is d'efined by the hD", PE", and aFP digits of a ten-digit telephone numberwithin the NANP. Each NXX Code contains 10,000 station numbers.

Orderin and Billin Forum OBF: An industry committee functioning under theauspices of the Alliance for Telecommunications Industry Solutions (ATIS).

0 erations Su ort S stems OSS: The pre-ordering, ordering, provisioning,maintenance and repair, and billing functions supported by CenturyLink's databases andinformation.

Packet Switchin or Packet Switched: The routing or forwarding of packets, frames,cells, or other data units based on address or other routing information contained in thepackets, frames, cells or other data units, and the functions that are performed by thedigital subscriber line (DSL) access multiplexers, including but not limited to the ability toterminate an End User's Copper Loop (which includes both a low-band voice channeland a high-band data channel, or solely a data channel); the ability to forward the voicechannels, if present, to a circuit switch or multiple circuit switches; the ability to extractdata units from the data channels on the loops; and the ability to combine data unitsfrom multiple loops onto one or more trunks connecting to a packet switch or packetswitches.

~Parit: Means subject to the availability, development and implementation of necessaryindustry standard Electronic Interfaces, the provision by CenturyLink of services,Network Elements or functionality under this Agreement to CLEC, including provisioningand repair, at least equal in quality to those offered to CenturyLink, its Affiliates or anyother entity that obtains such services, Network Elements or functionality unlessotherwise set forth in Applicable Law. Until CenturyLink implements of necessaryindustry standard Electronic Interfaces, CenturyLink shall provide such services,Network Elements or functionality on a non-discriminatory basis to CLEC as it providesto its Affiliates or any other entity that obtains such services, Network Elements orfunctionality.

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Agreement, or CLEC depending on the context and no other entity, Affiliate, Subsidiaryor assign. "Parties" refers collectively to both CenturyLink and CLEC and no otherentities, Affiliates, Subsidiadies or assigns.

Percenta e Local Use PLU: A percentage calculated by dividing the number ofminutes of Local Traffic originated or terminated by the total number of minutesrespectively originated or terminated via Local Interconnection Trunks, except thatdirectory assistance, BLV/BLVI, 900 and 976, Transit Traffic and IXC-carried calls arenot included in the calculation of PLU.

Ph sical Coilocation: An offering by CenturyLink that enables a requestingTelecommunications Carrier to enter upon a CenturyLink Premises, subject toreasonable terms and conditions, and place its own equipment to be used forInterconnection or access to Unbundled Network Elements within or upon an ILEC'sPremises and to use such equipment to interconnect with Centuryiink's networkfacilities for the transmission and routing of Telephone Exchange Service, ExchangeAccess Service, or both, or to gain access to CenturyLink's UNEs for the provision of aTelecommunications Service, as provided. in this Agreement, with space for suchpurposes allotted on a first-come, first-served basis;

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Docusign Envelope ID: 7/E37E616669&A05-6120-62C6C9A92966

Point of interconnection POI: A point on CenturyLink's network where the Partiesdeiiver Interconnection traffic to each other, and aiso serves as a demarcation pointbetween the facilities that each Party is responsible to provide. The POI also establishesthe interface, the test point, and the operational responsibility hand-off between CLECand CenturyLink for the Interconnection of their respective networks.

Premises: A Party's Central Offices and serving Wire Centers; all buildings or similarstructures owned, leased, or otherwise controlled by a Party that house its NetworkFacilities; ail structures that house a Party's facilities on public Rights-of-Way, includingbut not limited to vaults containing loop concentrators or similar structures; and all landowned, leased or otherwise controlled by a Party that is adjacent to these CentralOffices, V/ire Centers, Buildings and structures.

: A ten digit number that is used in place of ANI for E911 call routingand the delivery of dynamic ALI information (e.g. to identify a wireless cell, cell sector, orPSAP to which the call should be routed). For purposes to this Agreement, referencesto pANI shall include Emergency Services Query Key (ESQK), Emergency ServicesRouting Digit (ESRD) and Emergency Service Routing Key (ESRK), as appropriate.

Public Safet Answerin Point PSAP: An entity to whom authority has been lawfullydelegated to respond to pub1ic emergency telephone calls originating in a definedgeographic area, and may include public safety agencies such as police, fire, emergencymedical, etc., or a common bureau serving a group of such entities. A PSAP may act asa primary or secondary, which refers to the order in which calls are directed foranswering. Primary PSAP is the PSAP to which 911 calls are routed directly from theSelective Router and Secondary PSAPs receive calls transferred from the primaryPSAP..

Rate Center: The specific geographic area that is associated with one or more particular'NPA-NXX Codes that have been assigned to a LEC for its provision of basic exchangeTelecommunications Services. The "Rate Center area" is the exclusive geographic areaidentified as the area within which CenturyLink or CLEC will provide basic exchangeTelecommunications Services bearing the particular NPA-NXX designations associatedwith the specific Rate Center.

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(V&H) coordinates assigned to a Rate Center and associated with a particular telephonenumber for rating purposes. The Rating Point must be in the same LATA as the RoutingPoint of the associated NPA-NXX as designated in the LERG, but need not be in thesame location as the Routing Point.

Reci rocal Com ensation: As defined under 47 C.F.R. /f51 Subpart H.

Remote Switch or Remote: A switch that directly terminates traffic to and receives trafficfrom End Users of local Telephone Exchange Services, but does not have the fullfeatures, functions and capabilities of an End Office Switch. Such features, functions,and capabilities are provided to a Remote Switch via an interswitch link from a host EndOffice.

Routine Network Modifications: An activity that CentuiyLink reguiariy undertakes for itsown customers, as more particularly described in Section 80.

~pti Pit: Aiooati thatahgch ad ig tdo it *to h th h igor Routing Point for traffic in-bound to Telephone Exchange Service provided by theLEC which bears a certain NPA-NXX designation. The Routing Point is used to

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DocuSign Envelope ID: 77E37E61-B869-4A05-8120-82C6cgA92966

calculate airline mileage measurements for the distance-sensitive transport elementcharges. Pursuant to Telcordia Technologies Practice B'R795-100-100, the RoutingPoint may be an End Office location, or a hLEC Consortium Point of Interconnection."The Routing Point must be in the same LATA as fhe associated NPA-NXX.

: The equipment used to route 911 calls to the proper PSAP, orother designated destinations, based upon the caller's location information and otherfactors.

~si Airemi: A 'g i Ag ti g's ue or di puts hatt mean thats oh is udispute, unless resolved, places a Party's End User in immediate or imminent risk of notbeing able to use the service to which that End User subscribes.

Service. Order: An order submitted by CLEC to CenturyLink ordering or changing anunbundled network element, or other services and facilities (including any portingrequests by either Party) available in accordance with the terms of this Agreement.When appropriate for service requests or cancellations for Local Number PortabilityCenturyLink will complete an LSR.

S A node in the CCS network that originates and/or receivessignaling messages, or transfers signa'ling messages from one signaling link to another,or both.

Si nalin S stem 7 SS7: The signaling protocol, Version 7, of the CCS network,based upon American National Standards Institute (ANSI) standaids that is used toprovide basic routing info'rmation, call set-up and other call termination functions.

Si nalin Transfer Point STP: A Signaling Point that performs message routingfunctions and provides information for the routing of messages between Signaling Pointswithin or between CCS networks. An STP transmits, receives and processes CCSmessages.

~Slitter: A device that divides the data and voice signals concurrently moving across theloop, directing the voice traffic through copper tie cables to the switch and the data trafficthrough another pair of copper tie cables to multiplexing equipment for delivery to thepacket-switched network. The Splitter may be directly integrated into the DSLAMequipment or may be externally mounted.

Standard Practices: The general practices and procedures published or referenced onCenturyLink's website that apply to CenturyLink's wholesale services and operations, asthe same may be updated and revised from time to time by CenturyLink.

State: The State specified in Preface and Recitals section of this Agreement.

State Price List: See "Tariff".

g bsidiary: Aoorporado orotheriegaie tityth ti maj ity n*dby p rty.

Switched Access Services: The offering of transmission and/or switching services toTelecommunications Carriers for the purpose of the origination or termination ofTelephone Toll Services. Any traffic that does not meet the definition of Local Traffic orISP-Sound Traffic will be considered Switched Access Traffic. Switched Access Servicesinclude: Feature Group A, Feature Group 8, Feature Group C, Feature Group D, 500,700, 800 access and 900 access services

Tandem or Tandem Switch or Tandem Office Switch: A Tandem, Tandem Switch orTandem Office Switch connects one trunk to another, in a series, for the purpose ofexchanging Local Traffic. It is an intermediate (Class 4) switch between an originating

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telephone call and the final destination of the call. CLEC Switch(es) shall be consideredTandem Office Switch(es) to the extent such Switch(es) serve(s) a comparablegeographic area as CenturyLink 's Tandem Office Switch. A fact-based consideration ofsuch geography by the Commission should be used to classify any Switch on aprospective basis.

Tariff: Any applicabl'e Federal or state Tariff, price list or price schedule of a Party, asamended from time-to-time, that provides for the terms, conditions and pricing ofTelecommunications Services. A Tariff filing may be required or voluntary and may ormay not be specifically approved by the Commission or FCC. In the event thisAgreement refers to a Tariff for a service or arrangement that is not offered, or is nolonger offered, under a Tariff, then the reference shall be deemed to refer to anapplicable price list or commercial offering.

TDM or TDM Technolo or Time Division Multi lexin: A method of multiplexing inwhich a common transmission path is shared by a number of channels on a cyclicalbasis by enabling each channel to use the path exclusively for a short time slot. Thistechnology is used to provision traditional narrowband services (e.g., voice, fax, dial-upInternet access) and high-capacity services like DS1and,DS3 circuits.

Technicall Feasible: Interconnection, access to Unbundled Network Elements,collocation and other methods of achieving Interconnection or access to UnbundledNetwork Elements at a point in the network shall be deemed Technically Feasible absenttechnical or operational concerns that prevent the fulfillment of a request by aTelecommunications Carrier for such Interconnection, access or methods.

Telecommunications: Shall have the meaning set forth in f153(43) of the Act.

Telecommunications Carrier: Shall have the meaning set forth in t3153(44) of the Act.This definition includes CMRS providers, IXCs and, to the extent they are acting asTelecommunications Carriers, companies that provide beth Telecommunications andInformation Services. Private mobile radio service providers are TelecommunicationsCarriers to the extent they provide domestic or international telecommunications for afee directly to the public.

Telecommunications E ui ment: Shall have the meaning set forth in tt153(45) of theAct.

Telecommunications Service: Shall have the meaning set forth in 47 U.S.C. $ 153(53).

Tete hone Toll o Tele hone Toll Service: Telephone Toll traffic is telephone servicebetween stations in different exchange areas, and can be either "IntraLATA Toll Traffic"or "InterLATA Toll Traffic" depending on whether the originating and terminating pointsare within the same LATA.

Tier 1 Wire Centers: Those CenturyLink Wire Centers that contain at least four Fiber-based Collocators, at least 35,000 Business Lines, or both, Tier 1 Wire Centers also arethose CenturyLink tandem switching locations that have no line-side switching facilities,but nevertheless serve as a point of traffic aggregation accessible by competitive LECs.Once a Wire Center is determined to be a Tier 1 Wire Center, that Wire Center is notsubject to later reclassificatien as a Tier 2 or Tier 3 Wire Center,

Tier 2 Wire Centers: Those CenturyLink Wire Centers that are not Tier 1 Wire Centersbut contain at least three (3) Fiber-based Collocators, at least 24,000 Business Lines, orboth. Once a Wire Center is determined to be a Tier 2 Wire Center, that Wire Center isnet subject to later reclassification as a Tier 3 Wire Center.

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Tier 3 Wire Centers: Those CenturyLink Wire Centers that are not Tier 1 or Tier 2 WireCenters.

Time and Material Char es: Charges for non-standard or individual-case-basis workrequested by CLEC. "Time" charges are for the cost of labor which includes, but is notlimited to, work preparation and actual work. This labor time is multiplied by anapplicable labor rate. "Material" charges are for the cost of items required to fulfill the jobrequirements.

Toll VolP-PSTN Traffic is VolP-PSTN Traffic that physically originates and terminates indifferent CenturyLink Local Calling Areas, or mandatory Extended Area Service (EAS)areas, as defined by the Commission or, if not defined by the Commission, then asdefined in existing CenturyLink Tariffs.

Transit Service: Means the use of CenturyLink's network to deliver Transit Traffic.

Transit Traffic: Means traffic that is routed by CLEC through CenturyLink's network fordelivery to another carrier's network or that is routed by another carrier throughCenturyLink's network for delivery to CLEC's network. For purposes of this Agreement,Transit Traffic does not include Jointly Provided Switched Access Traffic.

Trunk Side: Refers to a Central Office switch connection that is connected to anotherswitching entity, including the connection between trunk termination at a Trunk Sidecross-connect panel and a trunk card. Trunk Side connections offer those transmissionand signaling features appropriate for the connection of switching entities and cannot beused for the direct connection of ordinary telephone station sets.

Unbundled Network Element UNE: A Network Element separate from the facility orfunctionality of other Network E'lements available for a separate fee in accordance with47 U.S.C. I)251(c)(3). Specific references to Unbundled Network Elements or UNEscontained throughout this Agreement are to the Unbundled Network Elements describedin Article Vl: UNEs of this Agreement.

Virtual Collocation: Virtual Collocation is as defined in 47 CFR tg51.5.

Virtual N Traffic VNXX Traffic: refers to (A) calls which are dialed to a telephonenumber (NPA-NXX-XXXX) having an NXX Code associated with a Rate Center (as setforth in the LERG) that is the same as the Rate Center associated with the telephonenumber from which the calls are originated but which are terminated to customerpremise equipment (e.g. a telephone handset, modems, servers, calling card platformequipment, etc.) which is physically and geographically located outside the Local CallingArea from which the call originated, and/or (B) calls which are dialed from a telephonenumber (NPA-NXX-XXXX) having an NXX Code associated with a Rate Center (as setforth in the LERG) that is the same as the Rate Center associated with the telephonenumber to which the calls are terminated, but which are originated from customerpremise equipment which is physically, geographically located outside the Local CalingArea to which the call is terminated.

VNXX Service: VNXX Service means the assignment by a Party of a telephone number(NPA-NXX-XXXX) having an NXX Code associated with a Rate Center (as set forth inthe LERG) that is not within the same Local Calling Area where the customer premiseequipment (e.g., a telephone handset, modems, servers, calling card platformequipment, etc.) associated with such NPA-NXX-XXXX is physically, geographicallylocated.

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VolP-PSTN Traffic. is traffic which is exchanged between a CenturyLink End User andthe CLEC End User in Time Division Multiplexing ("TDM") format that originates fromand/or terminates to a Party's end user customer in Internet Protocol ("IP') format, asdetermined in the order issued by the Federal Communications Commission in DocketNo. 01-92, In the Matter of Developing a Unified Intercarrier Compensation Regime,effective December 29, 2011 ("FCC's ICC Order").

Website: As used in this agreement, Website shall mean:www.Centur Li .com/vvholesale

Wholesale Service: Telecommunication Services that CenturyLink provides at retail tosubscribers who are not Telecommunications Carriers as set forth in 47 V.S.C.5251(c)(4) which CenturyLink offers to qualified providers at a wholesale rate.

Wire Center: The location of one or more local switching systems. A point at which EndUsers'oops within a defined geographic area converge. Such Local Loops may beserved by one (1) or more Central Office Switches within such Premises.

xDSL: A generic term for HDSL, ADSL or SDSL, which are high speed transmissionprotocols, equipment, and services designed to operate over copper wire.

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ARTICLE II. GENERAL TERMS AND CONDITIONS

3. APPLICATION OF THESE GENERAL TERMS AND CONDITIONS

3.1 Except as may otherwise be set forth in a particular Article or attachmentsincorporated by reference within this Agreement, in which case the provisions ofsuch Article or attachment shall control, these General Terms 6 Conditions applyto all Articles and Appendices of this Agreement.

4. POSITION OF THE PARTIES

4.1 This Agreement is an integrated package that reflects a baIancing of interestscritical to the Parties. The Parties agree that their entry into this Agreement iswithout prejudice to and does not waive any positions they may have takenpreviously, er may take in the future, in any legislative, regulatory, judicial orother public forum addressing any matters, including matters related to the sametypes of arrangements and/or matters related to Centuryl ink's rates and costrecovery that may be covered in this Agreement. CLEC agrees to accept theseterms and conditions with CenturyLink based on this Agreement as reciprocalwhere applicable. Furthermore, to the extent they apply to Centuryl ink'sprovision of services and/or facilities to CLEC, such terms are intended to applyonly to the extent required by Applicable Law.

6. INTENTIONALLY LEFT BLANK.

6. REGULATORY APPROVALS

6.1 This Agreement, and any amendment or modification hereof, will be submitted tothe Commission for approval in accordance with /3252 of the Act within thirty (30)Days after obtaining the last required Agreement signature. CenturyLink andCLEC sha(l use their best efforts to obtain approval of this Agreement by anyregulatory body having jurisdiction over this Agreement. In the event anygovernmental authority or agency rejects any provision hereof, the Parties shallnegotiate promptly and in good faith such revisions as may reasonably berequired to achieve approval.

7. EFFECTIVE DATE„TERM AND TERMINATION

7.1 Effective Date. Subject to Section 6.1, this Agreement shall become effective onthe date of Commission Approvai ("Effective Date"); however the Parties mayagree to implement the provisions of this Agreement upon execution by bothParties.

7.1.1 Notwithstanding the above, the initiation of a new CLEC account, anynew provision of service or obligation or any revision to currently existingservices or obligations shall not take effect for sixty (60) Days after theEffective Date to accommodate required initial processes. No order orrequest for services under th'is Agreement shall be processed nor shallany CenturyLink obligation take effect before CLEC has established acustomer account with CenturyLink and has completed anyimplementation, planning, and forecasting requirements as described inthis Agreement.

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7.2 Term. This Agreement shall be in effect for a period of three (3) years afterexecution by both Parties (the "Initial Term), unless terminated earlier in

accordance with the terms of this Agreement. If neither Party terminates thisAgreement as of the last day of the Initial Term, this Agreement shall continue inforce and effect on a month-to-month basis unless and until terminated asprovided in this Agreement.

7.2.1 Notwithstanding the above, CenturyLink may terminate this Agreementafter six consecutive months of inactivity on the part of CLEC. Inactivity isdefined as CLEC's failure, as required in this Agreement, to initiate therequired pre-ordering activities, CLEC's failure to submit any orders, orCLEC's failure to originate or terminate any Local Traffic.

7.3 Notice of Termination. Either Party may terminate this Agreement effective uponthe expiration of the Initial Term by providing wditten notice of termination (Noticeof Termination) at least ninety (90) Days prior to the last day of the Initial Term.Either Party may terminate this Agreement after the Initial Term by providing aNotice of Termination at least thirty (30) Days prior to the effective date of suchtermination.

7.4 Effect on Termination of Negotiating Successor Agreement. If either Partyprovides Notice of Termination pursuant to Section 7.3 and, on or before thenoticed date of termination (the "End Date), either Party has requestednegotiation of a new interconnection agreement, such notice shall be deemed toconstitute a bona fide request to negotiate a replacement agreement forinterconnection, services or network elements pursuant to /3252 of the Act andthis Agreement shall remain in effect until the earlier of: (a) the effective date ofa new Interconnection agreement between CLEC and CenturyLink; or, (b) onehundred sixty (160) Days affer the requested negotiation or such longer periodas may be mutually agreed upon, in writing, by the Parties, or (c) the issuance efan order (or orders) by the Commission resolving each issue raised inconnection with any arbitration commenced within the timeframe contemplated in

(b) above. If a replacement agreement has not been reached when thetimeframe contemplated in (b) above expires and neither Party has commencedarbitration, then CenturyLink and CLEC may mutually agree in writing to continueto operate on a month-to-month basis under the terms set forth herein, subject towritten notice of termination pursuant to Section 7.3. Should the Parties notagree to continue to operate under the terms set forth herein after one hundredeighty (160) Days, then the provisions of Section 7.5 shall apply. The foregoingshall not apply to the extent that this Agreement is terminated in accordance withSection 7.6 or Section 7.7.

7.5 Termination and Post-Termination Continuation of Services. If either Partyprovides Notice of Termination pursuant to Section 7.3 and, by 11:59 p.m.Central Time on the stated date of termination, neither Party has requestednegotiation of a new Interconnection agreement, (a) this Agreement willterminate at 11:59 p.rn. Central Time on the termination date identified in theNotice of Termination, and (b) the services and functions being provided byCenturyLink under this Agreement at the time of termination, includinginterconnection arrangements and the exchange of Local Traffic, may be

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terminated by CenturyLink unless the Parties jointly agree to other continuingarrangements.

7.6 Suspension or Termination Upon Default. Either Party may suspend or terminatethis Agreement, in whole or in part, in the event of a Default (defined below) bythe other Party so iong as the non-defaulting Party notifies the defaulting Party inwriting of the Default and the defaulting Party does not cure the Default withinthirty (30) Days of the written notice thereof, provided however, that anyrequirements for written notice and opportunity to cure with respect to the failureto make timely payment of undisputed charges shall be governed separatelyunder Section 55.13. Following CenturyLink's notice to CLEC of its Default,CenturyLink shall not be required to process new Service Orders until the Defaultis timely cured.

7.7 Termination Upon Sale. Notwithstanding anything to the contrary containedherein, a Party may terminate its obligations under this Agreement as to aspecific operating area or portion thereof if such Party sells or otherwise transfersthe area or portion thereof to a non-Affiliate. The selling or transferring Partyshall use commercially reasonable efforts to provide the other Party with at leastninety (90) Days'rior written notice of such termination, which shall be effectiveon the date specified in the notice. Notwithstanding termination of thisAgreement as to a specific operating area, this Agreement shall remain in fullforce and effect in the remaining eperating areas. The Parties agree to abide byan applicable Commission Order regarding such sate or transfer.

7.8 Liability Upon Termination. Termination of this Agreement, or any part hereof, forany cause shall not release either Party from any liability (i) which, at the time oftermination, had already accrued to the other Party, (ii) which thereaffer accruesin any respect through any act or omission occurring prior to the termination, or(iii) which accrues from an obligation that is expressly stated in this Agreement tosurvive termination.

7.9 Predecessor Agreements.

7.9.1 Except as stated in Section 7.9.2 or as otherwise agreed in writing by theParties.a. any prior Interconnection or resale agreement between the Parties

for the State pursuant to $252 of the Act and in effect immediatelyprior to the Effective Date is hereby terminated; and

b. any services that were purchased by one Party from the otherParty under a prior Interconnection or resale agreement betweenthe Parties for the State pursuant to /3252 of the Act and in effectimmediately prior to the Effective Date, shall as of the EffectiveDate be subject to the prices, terms and conditions of under thisAgreement.

7.9.2 Except as otherwise agreed in writing by the Parties, if a servicepurchased by a Party under a prior agreement 'between the Partiespursuant to /3252 of the Act was subject to a contractual commitment thatit would be purchased for a period of longer than one month, and suchperiod had not yet expired as of the Effective Date and the service hadnot been terminated prior to the Effective Date, to the extent not

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inconsistent with this Agreement, such commitment shall remain in effectand the service will be subject to the prices, terms and conditions of thisAgreement; provided, that if this Agreement would materially alter theterms of the commitment, either Party make elect to cancel thecommitment.

7.9.3 If either Party elects to cancel the service commitment pursuant to theproviso in Section 7.9.2, the purchasing Party shall not be liable for anytermination charge that would otherwise have applied. However, if thecommitment was cance'(led by the purchasing Party, the purchasing Partyshall pay the difference between the price of the service that was actuallypaid by the purchasing Party under the commitment and the price of theservice that would have applied if the commitment had been to purchasethe service only until the time that the commitment was cancelled.

8. CLEC CERTIFICATION

8.1 Notwithstanding any other provision of this Agreement, CenturyLink shall haveno obligation to perform under this Agreement until such time as CLEC hasobtained such FCC and Commission authorization(s) as may be required byApplicable Law for conducting business in the State as a competitive localexchange carrier. CLEC shall not be permitted to establish its account nor placeany orders under this Agreement until it has obtained such authorization andprovided proof of such to CenturyLink. For the life of this Agreement, CLEC mustrepresent and warrant to CenturyLink that it remains a certified local provider ofTelephone Exchange Service within CenturyLink's Local Calling Area(s) in theState. At any time during the life of this Agreement, CLEC will provide a copy ofits current Certificate of Operating Authority or other evidence of its status toCenturyLink upon request. CLEC's failure to maintain such authorization(s) asmay be required by Applicable Law for conducting business in the State as aCLEC shall be considered a Default of Agreement.

9. APPLICABLE LAW

9.1 Parties'greement to Comply with Applicable Law. Each Party shall remain incompliance with Applicable Law in the course of performing this Agreement.

9.1.1 Neither Party shall be liable for any de'lay or failure in performanceresulting from any requirements of Applicable Law, or acts or failures toact of any governmental entity or official.

9.1.2 Each Party shall promptly notify the other Party in writing of anygovernmental action that limits, suspends, cancels, withdraws, orotherwise materially affects the notifying Party's ability to perform itsobligations under this Agreem'ent.

9.1.3 Each Party shall be responsible for obtaining and keeping in effect allFCC, Commission, franchise authority and other regulatory approvals thatmay be required and comply with Applicable Law in connection with theperformance of its obligations under this Agreement.

9.1.2 Both Parties shall satisfy all applicable service standards, intervals,measurements, specifications, performance requirements, technicalrequirements, and performance standards that are required ApplicableLaw.

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9.2

9.3

Rule of Construction. The Parties acknowledge that, except for provisionsincorporated herein as the result of an arbitrated decision, if any, the terms andconditions of this Agreement have been mutually negotiated, and each Party hashad the opportunity to obtain advice of its own legal counsel in acbepting suchnegotiated terms and conditions. This Agreement shall be fairly interpreted inaccordance with its terms. No rule of construction requiring interpretation againstthe drafting Party hereof shall apply in the interpretation of this Agreement.

Choice of Law and Venue. This Agreement shall be governed by and construedin accordance with the Act, applicable federal and (to the extent not inconsistenttherewith) domestic laws of the State where the services are being provided, andshall be subject to the exclusive jurisdiction of the State or of the federal courts ofSouth Carolina. In all cases, choice of law shall be determined without regard tothe State's conflicts of law provisions.

Severability. If any provision of this Agreement is held to be invalid, void orunenforceabie for any reason, such invalidity will affect only that specificprovision of the Agreement. In all other respects, this Agreement will stand as ifsuch provision had not been a part thereof, and the remainder of the Agreementshall remain in full force and effect and shall in no way be affected, impaired orinvalidated. If the provision materially affects the rights or obligations of a Partyhereunder, or the ability of a Party to perform any material provision of thisAgreement, the Parties shall promptly negotiate an amendment to thisAgreement in order to conform the Agreement to Applicable Law. If suchamended terms cannot be agreed upon within a reasonable period, either Partymay, upon written notice to the other Party, initiate Dispute Resolution pursuantto the terms of this Agreement, and any resolution in favor of the affected Partywill be considered retroactive to the date Dispute Resolution was initiated.Notwithstanding the above, where the affected provision is hetd to be invalid,void or unenforceable retroactively by a court of competent jurisdiction, theresolution in favor of the affected Party will be considered retroactive to the sameextent, or to the extent specified in the decision or twenty-four (24) months fromthe date Dispute Resolution was initiated whichever is shorter.

10. CHANGES IN LAW

10.1 The provisions in this Agreement are intended to be in compliance with andbased on the existing state of the law, rules, regulations and interpretationsthereof, including but not limited to state and federal rules, regulations, and laws(the Existing Rules). Nothing in this Agreement shall be deemed an admissionby CenturyLink or CLEC concerning the interpretation or effect of the ExistingRules or an admission by CenturyLink or CLEC that the Existing Rules shouldnot be changed, vacated, dismissed, stayed or modified. Nothing in thisAgreement shall preclude or estop CenturyLink or CLEC from taking any positionin any forum concerning the proper interpretation or effect of the Existing Rulesor concerning whethei the Existing Rules should be changed, vacated,dismissed, stayed or modified. To the extent that the Existing Rules are vacated,dismissed, stayed or materially changed or modified, then this Agreement shallbe amended to reflect such legally binding modification or change of the ExistingRules. Where the Parties fail to agree upon such an amendment within sixty (60)Days after notification from a Party seeking amendment due to a modification orchange of the Existing Rules or if any time during such sixty (60) Day period theParties shall 'have ceased to negotiate such new terms for a continuous period of

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fifteen (15) Days, it shall be resolved in accordance with the Dispute Resolutionprovision of this Agreement. It is expressly understood that this Agreement willbe corrected, or if requested by CLEC, amended as set forth in this Section 10.1,to reflect the outcome of generic proceedings by the Commission for pricing,service standards, or other matters covered by this Agreement. Rates in Table 1

will reflect legally binding decisions of the Commission and shall be applied on aprospective basis from the effective date of the legally binding Commissiondecision, unless otherwise ordered by the Commission. Where a Party providesnotice to the other Party within thirty (30) Days of the effective date of an orderissuing a legally binding change, any resulting amendment shall be deemedeffective on the effective date of the legally binding change or modification of theExisting Rules for rates, and to the extent practicable for other terms andconditions, unless otherwise ordered. In the event neither Party provides noticewithin thirty (30) Days, the effective date of the legally binding change shall bethe Effective Date of the amendment unless the Parties agree to a different date.During the pendency of any negotiation for an amendment pursuant to thisSection 10.1 the Parties shall continue to perform their ob'Iigations in accordancewith the terms and conditions of this Agreement, for up to sixty (60) Days. Forpurpo'ses of this section, "legally binding" means that the legal ruling has netbeen stayed, no request for a stay is pending, and any deadline for requesting astay designated by statute or regulation, has passed.

10.2 Removal of Existing Obligations. Notwithstanding anything in this Agreement tothe contrary, if, as a result of any change in Applica'ble Law subsequent to theEffective Date, CenturyLink is no longer required by Applicable Law to continueto provide any service, facility, arrangement, or payment ["DiscontinuedArrangements"] otherwise required to be provided to CLEC under thisAgreement, then CenturyLink may discontinue the provision of any such service,facility, arrangement, or payment . CenturyLink will provide thirty (30) Days priorwritten notice to CLEC of any such discontinuation, unless a different noticeperiod or different conditions are specified by Applicable Law, in which eventsuch specified period and/or conditions shall apply. Immediately upon provisionof such written notice to CLEC, CLEC will be prohibited from ordering, andCenturyLink will not provide, new Discontinued Arrangements. The Parties mayamend this Agreement pursuant to the Amendment Section following to reflectsuch change in Applicable Law. If CLEC disputes CenturyLink's discontinuanceof such service, facility, arrangement, or payment, the dispute resolutionprocedures of this Agreement shall apply, and any consequent changes to theterms of this Agreement (including billing terms) as a result of such change inApplicable Law shall be retroactive to the discontinuation date set forth inCenturyLink's written notice to CLEC unless a definitive effective date is specifiedby App'licable Law.

10.3 Additions to Existing Obligations. Notwithstanding anything in this Agreement tothe contrary, if, as a result of any change in Applicable Law subsequent to theEffective Date, CenturyLink is required by such change in Applicable Law toprovide a service not already provided to CLEC under the terms of thisAgreement, the Parties agree to add or modify, in writing, the affected term(s)and condition(s) of this Agreement to the extent necessary to bring them intocompliance with such change in Applicable Law. The Parties shall initiatenegotiations to add or modify such terms upon the written request of a Party.

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The Parties agree to commence negotiations for such additional or modifiedterms and conditions within thirty (30) Days of receipt of the requesting Party'written request. If the Parties cannot agree to additional or modified terms toamend the Agreement, the Parties shall submit the dispute to dispute resolutionpursuant to the procedures set forth in this Agreement.

10.4 Except with respect to any change in rates resulting from a Commission order ina generic proceeding, all additions, modifications and deietions to this Agreementshall be embodied in an Amehdment(s) in accordance with Section 11 below.CenturyLink may charge rates to CLEC under this Agreement that are approvedby the Commission in a generic cost proceeding, whether such action wascommenced before or after the Effective Date of this Agreement, as of theeffective date of the Commission decision and such ordered rates shall beimplemented without the requirement of an Amendment to this Agreement.

11. AMENDIIENTS

11.1 Any amendment, modification, deletion or supplement to this Agreement must bein writing, dated and signed by an authorized representative of each Party,except for notices of Discontinued Arrangements. The term "Agreement" shallinclude any such future amendments, modifications, deletions and supplements.

12. ASSIGNMENT12.1 Neither Party may assign or transfer (whether by operation of law or otherwise)

this Agreement (or any rights or obligations hereunder) to a third party withoutthe prior written consent of the other Party. Notwithstanding the foregoing, eitherParty may assign or transfer this Agreement to a corperate Affiliate or an entityunder its common control; without the consent of the other Party, provided thatthe performance of this Agreement by any such assignee is guaranteed by theassignor. Any attempted assignment or transfer that is not permitted is void abinitio. Without limiting the generality of the foregoing, this Agreement shall bebinding upon and shall inure to the benefit of the Parties'espective successorsand assigns.

'I2.2 In the event that CenturyLink transfers to any unaffiliated party exchangesincluding End User Customers that CLEC serves in whole or in part throughfacilities or services provided by CenturyLink under this Agreement, thetransferee shall be deemed a successor to CenturyLink's responsibilitieshereunder for a period of ninety (90) Days from notice to CLEC of such transferor until such later time as the Commission may direct pursuant to theCommission's then applicable statutory authority to impose such responsibilitieseither as a condition of the transfer or under such other state statutory authorityas may give it such power. In the event of such a proposed transfer, CenturyLinkshall use its best efforts to facilitate discussions between CLEC and thetransferee with respect to transferee's assumption of CenturyLink's obligationspursuant to the terms of this Agreement.

12.3 Nothin'g in this section is intended to restdict CLEC's rights to opt intointerconnection agreements under Section 252(i) of the Act and 47 C.F.R. /3

51.809.

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13. CONFIDENTIAL INFORMATION

13,1 All inforniation, including but riot limited to specifications, microfilm,photocopies, magnetic disks, magnetic tapes, drawings, sketches,models, samples, tools, technical information, data, employee records,maps, financial reports, and market data, (i) furnished by one Party to theother Party dealing with business or marketing plans, End User Customerspecific, facility specific, or usage specific information, other than EndUser Customer information communicated for the purpose of providingDirectory Assistance or publication of directory database, or (ii) in written,graphic, electromagnetic, or other tangible form and marked at the time ofdelivery as "Confidential" or "Proprietary", or (iii) communicated anddeclared to the receiving Party at the time of delivery, or by written noticegiven to the receiving Party within ten (10) Days after delivery, to be"Confidential" or "Propdietary" (collectively referred to as "ProprietaryInformation"), shall remain the property of the disclosing Party. A Partywho receives Proprietary Information via an oral communication mayrequest written confirmation that the materia'I is Proprietary Information. AParty who delivers Proprietary Information via an oral communic'ation mayrequest written confirmation that the Party receiving the informationunderstands that the material is Proprietary Information. Each Party shallhave the right to correct an inadvertent failure to identify information asProprietary Information by giving written notification within thirty (30) Daysafter the infoimation is disclosed. The receiving Party shall from that timeforward, treat such information as Propdietary Information. To the extentpermitted by Applicable Law, either Party may disclose to the otherproprietary or confidential customer, technical or business information.

13.2 Upon request by the disclosing Party, the receiving Party shall return alltangible copies of Proprietary Information, whether written, graphic orotherwise, except that the receiving Party may retain one copy forarchival purposes.

13.3 Each Party shall keep all of the other Party's Proprietary Informa'tionconfidential and will disclose it on a need to know basis only. Each Partyshall use the other Party's Pfoprietary Information only in connection withthis Agreement and in accordance with Applicable Law, including but notlimited to, 47 U.S.C. /3 222. In accordance with Section 222 of the Act,when either Party receives or obtains Proprietary Information from theother Party for purposes of providing any Telecommunications Services,that Party shall use such information only for such purpose, and shall notuse such information for its own marketing efforts. Neither Party shall usethe other Party's Proprietary Information for any other purpose exceptupon such terms and conditions as may be agreed upon between theParties in writing. Violations of these obligations shall subject a Party'employees to disciplinary action up to and including termination ofemployment. If either Party loses, or makes an unauthorized disclosureof, the other Party's Proprietary Information, it will notify such other Partyimmediately and use reasonable efforts to retrieve the information.

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Unless otherwise agreed, the obligations of confidentiality and non-useset forth in this Agreement do not apply to such Proprietary informationas:

a) was at the time of receipt already known to the receiving Partyfree of any obligation to keep it confidential evidenced by written recordsprepared prior to delivery by the disclosing Party; or

b) is or becomes publicly known through no wrongful act of thereceiving Party; or

c) is rightfully received from a third Person having no direct orindirect secrecy or confidentiality obligation to the disclosing Party withrespect to such information; or

d) is independently developed by an employee, agent, or contractorof the receiving Party which individual is not involved in any manner withthe provision of services pursuant to the Agreement and does not haveany direct or indirect access to the Pioprietary Information; or

e) is disclosed to a third Person by the disclosing Party withoutsimilar restrictions on such third Person's rights; or

f) is approved for release by written authorization of the disclosingParty; or

g) is required to be disclosed by the receiving Party pursuant toApplicable Law or regulation provided that the receiving Party shall givesufficient notice of the requirement to the disclosing Party to enable thedisclosing Party to seek protective orders.

13.5 Nothing herein is intended to prohibit a Party from supplying factualinformation about its network and Telecommunications Services on orconnected to its network to regulatory agencies including the FederalCommunications Commission and the Commission so long as anyconfidential obligation is protected. In addition either Party shall have theright to disclose Proprietary Information to any mediator, arbitrator, stateor federal regulatory body, the Department of Justice or any court in theconduct of any proceeding arising under or relating in any way to thisAgreement or the conduct of either Party in connection with thisAgreement, including without limitation the approval of this Agreement, orin any proceedings concerning the provision of InterLATA services byCenturyLink that are or may be required by the Act. The Parties agree tocooperate with each other in order to seek appropriate protection ortreatment of such Proprietary Information pursuant to an appropriateprotective order in any such proceeding.

13.6 Effective Date of this Section. Notwithstanding any other provision of thisAgreement, the Proprietary Information provisions of this Agreement shallapply to all information furnished by either Party to the other in

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furtherance of the purpose of this Agreement, even if furnished before theEffective Date.

13.7 Each Party agrees that the disclesing Party could be irreparably injuredby a breach of the confidentiality obligations of this Agreement by thereceiving Party or its representatives and that the disclosing Party shallbe entitled to seek equitable relief, including injunctive relief and specificperformance in the event of any breach of the confidentiality provisions ofthis Agreement. Such remedies shall not be deemed to be the exclusiveremedies for a breach of the confidentiality provisions of this Agreement,but shall be in addition to all other remedies available at law or in equity.

13.8 Nothing herein shouid be construed as limiting either Party's rights withrespect to its own Proprietary Information or its obligations with respect tothe other Party's Proprietary Information under Section 222 of the Act.

13.9 Forecasts provided by either Party to the other Party shall be deemedConfidentia! Information and the Parties may not distribute, disclose orreveal, in any form, this material other than as allowed and described insubsections 13.9.1 and 13.9.2.

13.9.1 The Parties may disclose, on a need to know basis only, CLECindividual forecasts and forecasting information disclosed byCenturyLink, to CenturyLin'k's legal personnel in connection withtheir representation of CenturyLink in any dispute regarding thequality or timeliness of the forecast as it relates to any reason forwhich CLEC provided it to CenturyLink under this Agreement, aswe'li as to CLEC's wholesale account managers, wholesale LISand Collocation product managers, network and growth planningpersonnel responsible for preparing or responding to suchforecasts or forecasting information. In no case shall retailmarketing, sales or strategic planning have access to thisforecasting information. The Parties will inform all of theaforementioned personnel with access to such ConfidentialInformation, of its conftdentkgl nature and will require personnel toexecute a nondisclosure agreement which state's that, upon threatof termination, the aforementioned personnel may not reveal ordiscuss such information with those not authorized to receive itexcept as specifically authorized by law. Violations ef theserequirements shall subject the personnel to disciplinary action upto and including termination of employment.

13.9.2 The Parties shall maintain confidential forecasting information insecure files and locations such that access to the forecasts islimited to the personnel designated in subsection 13.9.1 aboveand such that no other personnel have computer access to suchinformation.

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14. CONSENT

14.1 Except as otherwise expressly stated in this Agreement (except where consent,approval, agreement or a similar action is stated to be within a Party's solediscretion), where consent, approval, mutual agreement or a similar action isrequired by any provision of this Agreement, such action shall not beunreasonably withheld, conditioned or delayed.

15. CONTACTS BETWEEN THE PARTIES

15.1 Each Party shall,update its own contact information and escalation list and shallprovide such information to the other Party for purposes of inquiries regarding theimplementation of this Agreement. Each Party shall accept all inquiries from theother Party and provide a timely response, CenturyLink will provide and maintait t

its contact and escalation list on the CenturyLink Website, and any updates alsowill be provided on the Website. Information contained on the Website willinclude a single contact telephone number for CenturyLink's CLEC ServiceCenter (via an 600ff) that CLEC may call for all ordering and status inquiries andother day-to-day inquiries at any time during the Business Day. In addition, theWebsite will provide CLEC with contact information for the personnel and/ororganizations within CenturyLink capable of assisting CLEC with inquiriesregarding the orderiing, provisioning and billing of Interconnection, UNE andresale services. Included in this information will be the contact information for aperson or persons to whom CLEC can escalate issues dealing with theimplementation of the Agreement and/or for assistance in resolving disputesarising under the Agreement.

16. GENERAL DISPUTE RESOLUTION

16.1 The following provisions apply to dispute resolution under the Agreement, exceptthat the terms of Section 55 shall also apply to the resolution of any billingdisputes.

16.2 Alternative to Litigation. Except as provided under /3252 of the Act with respectto the approval of this Agreement by the Commission, the Parties desire toresolve disputes arising out of or relating to this Agreement without litigation.Accordingly, except for an action seeking a temporary restraining order, aninjunction related to the purposes of this Agreement, or suit to compelcompliance with this dispute resolution process, the Parties agree that thefollowing resolution procedures shall be used. The dispute resolution provisionsof this Section shall not preclude the Parties from seeking relief available in anyother forum.

16.2.1 A Party may not submit a dispute to any court, commission or agency ofcompetent jurisdiction for resolution unless at least sixty (60) Days haveelapsed after the Party asserting the dispute has given written notice ofsuch dispute to the other Party. Such notice must explain in reasonabledetail the specific circumstances and grounds for each disputed item. If aParty gives notice of a billing dispute more than thirty (30) Days after thebilling date and has not paid the disputed amounts by the payment duedate, then the notice of such dispute shall be deemed to have been giventhirty (30) Days after the billing date for purposes of calculating the timeperiod before such dispute may be submitted to any court, commission oragency of competent jurisdiction for resolution.

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'i6.2.2 The Parties shall meet or confer as often as they reasonably deemnecessary in order to discuss the dispute and negotiate in good faith in aneffort to resolve such dispute. The specific format for such discussionswill be left to the discretion of the Parties, provided, however, that allreasonable requests for relevant, non-privileged, information made byone Party to the other Party shall be honored, and provided that thefollowing terms and conditions shall apply:

16.2.3 lf the Parties are unable to resolve the dispute in the normal course ofbusiness within thirty (30) Days after delivery of notice of the Dispute (orsuch longer period as may be specifically provided for in other provisionsof this Agreement), then upon the request of either Party, the disputeshall be escalated to other representatives of each Party that have moreauthority over the subject matter of the dispute. Referra! of a dispute by aParty to its legal counsel shall be considered an escalation for purposesof this paragraph.

16.2.4 if the Parties are unable to resolve the dispute within sixty (60) Days afterdelivery of the initial notice of the dispute, then either Party may file apetition or complaint with any court, commission or agency of competentjurisdiction seeking resolution of the dispute. The petition or complaintshall include a statement that both Parties have agreed (by virtue of thisstipulation) to request an expedited resolution within sixty (60) Days fromthe date on which the petiti'on or comp'laint was filed, or within suchshorter time as may be appropriate for any Service Affecting dispute.

16.2.5 Each Party shall bear its own costs in connection with any disputeresolution procedures, and if the Parties mutually agree to mediation orarbitration by a third party, the Parties shall equally split the fees of anymediator or arbitrator that may be employed to resolve a dispute.

16.2.6 During dispute resolution proceedings conducted by any court,commission or agency of competent jurisdiction each Party shall continueto perform its obligations under this Agreement provided, however, thatneither Party shall be required to act in any unlawful fashion.

16.2.7 A dispute which has been resolved by a written settlement agreementbetween the Parties or pursuant to a determination by any court,commission or agency of competent jurisdiction may not be resubmittedunder the dispute resolution process.

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18. INTENTIONALLY LEFT BLANK

19. ENTIRE AGREEIIENT

19.1 This Agreement, including all Parts and subordinate documents attached heretoor referenced herein, all of which are hereby incorporated by reference herein,constitutes the entire agreement of the Parties pertaining to the subject matter ofthis Agreement and supersedes all prior and contemporaneous agreements,negotiations, proposals, and representations, whether written or oral, concerningsuch subject matter. N'o representations, understandings, agreements, orwarranties, expressed or implied, have been made or relied upon in the makingof this Agreement other than those specNica'lly set forth herein.

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20. FORCE IIAJEURE

20.1 In the event that perfor'mance of this Agreement, or any obligation hereunder, iseither directly or indirectly prevented, restricted, or interfered with by reason offire, flood, earthquake, unusuafly severe weather, epidemics or like acts of God,nuclear accidents, power blackouts, wars, terrorism, revolution, civil commotion,explosion, acts of public enemy, embargo, acts of the government in itssovereign capacity, labor difficulties, including without limitation, strikes,slowdowns, picketing, or boycotts, unavailability of equipment from vendor, orany other material change of circumstances beyond the reasonable control andwithout the fault or negligence of the Party affected (Force Majeure Events), theParty affected, upon giving prompt notice to the other Party, shall be excusedfrom such performance on a day-to-day basis to the extent of such prevention,restriction, or interference (and the other Party shall likewise be excused fromperformance of its obligations on a day-to-day basis until the delay, restriction orinterference has ceased)'; provided however, that the Party so affected sha'll usecommercially reasonable efforts to avoid or remove such causes ofnonperformance or Force Majeure Events, and both Parties shall proceedwhenever such causes or Force Majeure Events are removed or cease.

20.2 It is expressly agreed that insolvency or financial distress of a Party is not aForce Majeure Event and is not otherwise subject to this Section.Notwithstanding the provisions of Section 20.1 above, in no case shall a ForceMajeure Event excuse either Party from an obligation to pay money as requiredby this Agreement.

20.3 Nothing in this Agreement shall require the non-performing Party to settle anylabor dispute except as the non-performing Party, in its sole discretion,determines appropriate.

21. FRAUD

21.1 The Parties agree that they shall cooperate in good faith with one another toinvestigate, minimize and take corrective action in cases of fraud. Each Partyassumes responsibility for all fraud associated with its End Users and accounts.Neither Party shall bear any responsibility for, nor is it required to investigate ormake adjustments to, the other Party's account in cases of fraud associated withsuch other Party's End Users. The Parties'raud minimization procedures are tobe cost effective and implemented so as not to unduly burden or harm one Partyas compared'o the other.

22. HEADINGS

22.1 The headings and numbering of Sections and Parts in this Agreement are forconvenience and identification only and shall not be construed to define or limitany of the terms herein or affect the meaning or interpretation of this Agreement.

23. INTELLECTUAL PROPERTY

23,1 Each Party acknowledges that its right under this Agreement to interconnect withthe other Party's network may be subject to or limited by Inte1le'ctual Propertyrights (including, without limitation, patent, copyright, trade secret, trademark,service mark, trade name and trade dress rights) and other rights of third parties.

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23.2

23.3

23.4

23.5

23.6

23,7

CLEC acknowledges that its right under this Agreement to unbundle and/orcombine CenturyLink's Unbundled Network Elements (including combining withCLEC's Network Elements) may be subject to or limited by Intellectual Propertyrights (including, without limitation, patent, copyright, trade secret, trademark,service mark, trade name and trade dress rights) and other rights of third parties,

CLEC acknowledges that services and facilities to be provided by CenturyLinkhereunder may use or incorporate products, services or information proprietary tothird party vendors and may be subject to or limited by Intellectual Property rights(including, without limitation, patent, copyright, trad'e secret, trademark, servicemark, trade name and trade dress rights) and other rights of third parties.CenturyLink acknowledges that the provision of LNP by CLEC may use orincorporate products, services or information proprietary to third party vendorsand may be subject to or limited by Intellectual Property rights (including, withoutlimitation, patent, copyright, trade secret, trademark, service mark, trade nameand trade dress rights) and other rights of third parties.

To the extent required under applicable federal and state law, CenturyLink shalluse its best efforts to obtain, fro'm its vendors who have licensed intellectualproperty rights to CenturyLink in connection with facilities and services providedhereunder, licenses under such intellectual property rights as necessary forCLEC to use such facilities and services as contemplated hereunder and at leastin the same manner used by CenturyLink for the facilities and services providedhereunder. CenturyLink shall notify CLEC immediately in the event thatCenturyLink believes it has used its best efforts to obtain such rights, but hasbeen unsuccessful in obtaining such rights.

Both Parties agree to promptly inform the other of any pending or threatenedIntellectual Property Claims of third parties that may arise in the performance efthis Agreement.

For the purposes of this Agreement, any Intellectual Property originating from ordeveloped by such Party chait remain in the exclusive ownership of that Party.Notwithstanding the exdusive ownership of intellectual Property originated by aParty, the Party that owns such Intellectual Property will not assess a separatefee or charge to the other Party for the use of such Intellectual Property to theextent used in the provision of a product or service, available to either Partyunder this Agreement, that utilizes such Intellectual Property to function properly.

Except as expressly stated in this Agreement, this Agreement shall not beconstrued as granting a license with respect to any patent, copyright, tradename, trademark, service mark, trade secret or any other (ntellectual Property,now or hereafter owned, controlled or licensable by either Party. Except asexpressly provided in this Agreement, neither Party may use any patent,copyrightable materials, trademark, trade name, trade secret or other I'ntellectualProperty, of the other Party except in accordance with the terms of a separatelicense agreement between the Parties granting such rights.

Except as provided in Section 23.3 and/or Section 25.1, neither Party shall haveany obligation to defend, indemnify or hold harmless, or acquire any license orright for the benefit of, or owe any other obligation or have any liability to, theother Party or its Affiliates or customers based on or arising from any third partyclaim alleging or asserting that the provision or use of any service, facility,arrangement, or software by either Party, or the performance of any service or

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23.8

23.9

method, either alone or in conjunction with the other Party, constitutes direct,vicarious or contributory infringement or inducement to infringe, or misuse ormisappropriation of any patent, copyright, trademark, trade secret, or any otherproprietary or intellectual property right of any Party or third person. Each Parly,however, shall offer to the other reasonable cooperation and assistance in thedefense of any such claim.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THEPARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THEREDOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, THAT THEUSE BY EACH PARTY OF THE OTHER'S SERVICES PROVIDED UNDERTHIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT,MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTYRIGHT.

CenturyLink agrees that it will not enter into any licensing agreements withrespect to any CenturyLink facilities, equipment or services, including software,that contain provisions that would disqualify CLEC from using or interconnectingwith such facilities, equipment or services, including sofhvare, pursuant to theterms of this Agreement. CenturyLink warrants and further covenants that it hasnot and will not knowingly modify any existing license agreements for anynetwork facilities, equipment or services, including software, in whole or in part,for the purpose of disqualifying CLEC from using or interconnecting with suchfacilities, equipment or services, including software, pursuant to the terms of thisAgreement. To the extent that providers of facilities, equipment, services orsoftware in CenturyLink's network provide CenturyLink with indemnities coveringintellectual property liabilities and those indemnities allow a flow-through ofprotection to third parties, CenturyLink shall flow those indemnity protectionsthrough to CLEC.

24. LAW ENFORCEIIENT

24.1

24.2

24.3

24.4

Except to the extent not avaiiable in connection with CenturyLink's operation ofits own business, CenturyLink sha'll provide assistance to law enforcementpersons for emergency traps, assistance involving emergency traces andemergency information retrieval on customer invoked CLASS services, twenty-four (24) hours per day, seven (7) days a week.

Except where prohibited by a subpoena, civil investigative demand, or other legalprocess, CenturyLin'k agrees to work jointly with CLEC in security matters tosupport law enforcement agency requirements for traps, traces, court orders, etc.CLEC shall be responsible for and shall be billed for any charges associated withproviding such services for CLEC's End Users.

Where CenturyLink receives a subpoena from law enforcement, and its databasesearch shows that the telephone number in question is not a CenturyLinkaccount, CenturyLink shall send such information back to law enforcement, alongwith the name of the company to which such account is connected, if available,for further processing by law enforcement.

If a Party receives a subpoena, civil investigative demand, or other legal process(hereinafter, "subpoena") issued by a court or governmental agency havingappropriate jurisdiction, and such subpoena expressly prohibits the Partyreceiving the subpoena (receiving Party) from disclosing the receipt of the

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24.5

subpoena or the delivery of a response to the subpoena, such receiving Partyshall not be required to notify the other Party that it has received and/orresponded to such subpoena, even if the subpoena seeks or the receivingParty's response thereto discloses Confidential Information of the other Party orits customers. Under such circumstances, the receiving Party's disclosure to theother Party of its receipt of or delivery of a response to such a subpoena shall begoverned by the requirements of the subpoena and/or the court, governmentalagency or law enforcement agency having appropriate jurisdiction.

Each Party represents and warrants that any equipment, faciTities or servicesprovided to the other Party under this Agreement comply with the CALEA. EachParty shall indemnify arrd hold the other Party harmless from any and allpenalties imposed upon the other Party for such noncompliance and shall at thenon-compliant Party's sole cost and expense, modify or replace any equipment,facilities or services provided to the other Party under this Agreement to ensurethat such equipment, facilities and services fully comply with CALEA.

25. LIABILITY AND INDEMNIFICATION

Indemnification Against Third-Party Claims. Each Party (the "Indemnifying Party)agrees to indemnify, defend, and hold harmless the other Party (the "IndemnifiedParty) and the other Party's Subsidiaries, predecessors, successors, Affiliates,and assigns, and all current and former officers, directors, members,shareholders, agents, contractors and employees of all such persons and entities(collectively, with Indemnified Party, the "Indemnitee Group), from any and allClaims (as hereinafter defined) except to the extent that such Claims adise fromthe gross negligence or intentional or willful misconduct of a person(s) orentity(ies) in the Indemnitee Group. "Claim" means any action, cause of action,suit, proceeding, claim, or demarid of any third party (and all resulting judgments,bona fide settlements, penalties, damages, losses, liabilities, costs, andexpenses (including, but not limited to, reasonable costs and attorneys'ees)),(a) based on all'egations that, if true, would establish (i) the Indemnifying Party'breach of this Agreement; (ii) the Indemnifying Party's misrepresentation, fraudor other misconduct; (iii) the Indemnifying Party's negligence; (iv) infringement bythe indemnifying Party or by any Indemnifying Party product or service of anypatent, copyright, trademark, service mark, trade name, trade secret, or anyother proprietary right of any third party; (v) the Indemnifying Party's liability inrelation to any material that is defamatory or wrongfully discloses private orpersonal matters; or (vi) the Indemnifying Party's wrongful use or unauthorizeddisclosure of data; or (b) that arises out of (i) any act or omission of theIndemnifying Party or its subcontractors or agents relating to the IndemnifyingParty's performance of its obligations under this Agreement; (ii) any act oromission of the Indemnifying Party's customer(s) or End User(s); (iii) the bodilyinjury or d'ea'th of any person arising from acts or omissions of the IndemnifyingParty's performance of its obligations under this Agreement; (iv) the IndemnifyingParty's design, testing, manufacturing, marketing, promotion, advertisement,distribution, lease or sale of services and/or products to its customers, or suchcustomers'se, possession, or operation of those services and/or products; or(v) personal injury to one or more of the indemnifying Party's employees,notwithstanding any protections the Indemnifying Party might otherwise haveunder applicable workers'ompensation law as to the Indemnified Party andother persons and entities to be indemnified under this Section (other than

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25.2

25. 3

25.4

25.5

applicable employee claimant(s)), for purposes of this Section, "Reasonablecosts and attorneys'ees," as used iri this Section, includes without limitationfees and costs incurred to interpret or enforce this Section. The indemnifiedParty will provide the Indemnifying Party with reasonab'ly prompt written notice ofany Claim. At the Indemnifying Party's expense, the indemnified Party willprovide reasonable cooperation to the Indemnifying Party in connection with thedefense or settlement of any Claim. The Indemnified Party may, at its expense,employ separate counsel to monitor and participate in the defense of any Claim.

Notwithstanding anything to the contrary in Section 25.1, a Party may not seekindemnification with respect to any Claim by that Party's customer(s) or EndUser(s), but rather shall be the Indemnifying Party with respect to all Claims byits customer(s) and End User(s), except to the extent that such Claims arise fromthe Indemnified Party's gross negligence, or intentional or willful misconduct.

The indemnifying Party agrees to release, indemnify, defend, and hold harmlessthe indemnitee Group and any third-party provider or operator of facilitiesinvolved in the provision of products, services, UNEs or facilities under thisAgreement from all Claims suffered, made, instituted, or asserted by theindemnifying Party's End User(s) arising from or relating to any products,services, UNEs or facilities provided by or 'through the Indemnified Party or suchthird-party provider or operator, except to the extent that any such Claims werecaused by the Indemnified Party's or other third-party provider's or operator'sgross negligence or intentional or willful misconduct. The Indemnifying Partyfurther agrees to release, indemnify, defend, and hold harmless the indemniteeGroup from all losses, claims, demands, damages, expenses, suits, or otheractions, or any Claims suffered, made, instituted, or asserted by any third partyagainst an indemnified Party arising from or in any way related to actual oralleged defamation, libel, slander, interference with or misappropriation ofproprietary or creative right, or any other injury to any person or property arisingout of content transmitted by the Iridemnifying Party's End User(s).

DISCLAIMER OF WARRANTIES. EXCEPT FOR THOSE WARRANTIESEXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE,EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES ANDSUPPLIERS DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHEREXPRESS OR IMPLIED, AS TO THE SERVICES, PRODUCTS AND ANYOTHER INFORMATION OR MATERIALS EXCHANGED BY THE PART(ES,INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES, ORCONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS, LACKOF NEGLIGENCE, OR ACCURACY OR COMPLETENESS OF RESPONSES.EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THISAGREEMENT OR REQUIRED BY STATUTE, THERE IS NQ WARRANTY OFTITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TODESCRIPTION, AUTHORITY, OR NON-INFRINGEMENT WITH RESPECT TOTHE SERVICES, PRODUCTS, AND ANY OTHER INFORMATION ORMATERIALS EXCHANGED BY THE PARTIES UNDER THIS AGREEMENT.

Limitation ef Liability; Disclaimer of Consequential Damages; Exceptions.

25.5.1 Except as provided in Section 25.5.4, each Party's liability to the other,whether in contract, tort or otherwise, shall be limited to direct damages,

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which shall not exceed the monthly charges, plus any relatedcosts/expenses the other Party may recover, including those underSection 25.1 above, and plus any costs/expenses for which the Partiesspecify reimbursement in this Agreement for the services or faoilities forwhich the claim of liability arose. Except as provided in Section 25.5.4each Party's liability to the other during any Contract Year resulting fromany and all causes will not exceed the total of any amounts charged toCLEC by CenturyLink under this Agreement during the Contract Year inwhich such cause accrues or arises. For purposes of this Section, thefirst Contract Year commences on the Effective Date, and eachsubsequent Contract Year commences on the day following theanniversary of that date.

25.5.2 EXCEPT AS PROVIDED IN SECTION 25.5.4, NEITHER PARTY WILLBE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGESSUFFERED BY SUCH OTHER PARTY (INCLUDING WITHOUTLIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES,LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHERPARTY), REGARDLESS OF THE FORM OF ACTION, WHETHER IN

CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDINGWITHOUT LIMITATION, NEGLIGENCE OF ANY KIND WHETHERACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THEPARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGESCOULD RESULT.

25.5.3 Should either Party provide advice, make recommendations, or supplyother analysis related to the services or facilities described in thisAgreement, this limitation of liability shall apply to the provision of suchadvice, recommendations, and analysis.

25.5.4 Section 25.5.1and Section 25.5.2 do not apply to the following:

a. Indemnification under Section 25.5.1;

C.

d.

g.

h.

Breach of any obligation of confidentiality referenced in thisAgreement;

Violation of security procedures;

Any breach by CLEC of any provision relating to OLEC's accessto or use of Operations Support Systems;

Failure to properly safeguard, or any misuse of, customer data;

Statutory damages;

Liability for gross negligence and intentional or willful misconduct;

Liability arising under any applicable CenturyLink Tariff forservices ordered under this Agreement;

Liability arising under any indemnification provision contained inthis Agreement or any separate agreement or Tariff related toprovisioning of 911/E911 services;

Each Party's obligations under Section 24 of this Agreement;

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k. Section 25.6.2 and/or Section 25.6.3 of this Agreement;

Sedtibn 35 bf this Agreement; and/or

m. Liability arising under any indemnification provision contained in aseparate agreement or Tariff related to provisioning of DirectoryListing or Directory Assistance Services.

25.6 Liability of CenturyLink. In addition to the general limitation of liability in thisSection 25, the following shall also limit CenturyLink's liability und'er thisAgreement.

25.6.1 Inapplicability of Tariff Liability. CeftturyLink's general liability, asdescribed in its local exchange or ether Tariffs, does not extend to CLEC,CLEC's End User(s), suppliers, agents, employees, or any other thirdparties. Liability of CenturyLink to CLEC resulting from any and allcauses arising out of services, facilities, UNEs or any other items relatingto this Agreement shall be governed by the liability provisions containedin this Agreement and no other liability whatsoever shall attach toCenturyLink. CenturyLink shall net be iiabl'e for any loss, claims, liabilityor damages asserted by CLE'C, CLEC's End User(s), suppliers, agents,employees, or any other third parties where CLEC combines orcommingles such components with those components provided byCenturyLink te CLEC.

25.6.2 No Third Party Beneficiaries Created. Nothing in this Agreement shall bedeemed to create a third-party beneticiary relationship betweenCenturyLink and any of CLEC's End Users, suppliers, agents, employees,or any other third parties. Nothing in this Agreement shall be deemed tecreate a third-party beneficiary relationship between CLEC and any ofCenturyLink's End User(s), suppliers, agents, employees, or any otherthird parties.

25.6.3 No Liability for Errors. CenturyLink is not liable for mistakes in

Centu/yLinks signaling networks (including but not limited to signa'linglinks and Signaling Transfer Points (STPs)) and call-related databases(including but net limited to the Line Information Database (LIDB), Tell|Free Calling database, Local Number Portability database, AdvancedIntelligent Network d'atabases, Calling Name database (CNAM),911/E911 databases, and OS/DA databases). CLEC shall indemnify,defend and hold harmless CenturyLink and Centurybink's IndemniteeGroup from any and all claims, demands, causes of action and liabilitieswhatsoever, including costs, expenses and reasonab/e attorneys'eesincurred on account thereof, by or to CLEC's:End User(s), suppliers,agents, employees, or any other third parties based on any reasonwhatsoever. For purposes of this Section, mistakes shall not includematters arising exclusively out of the gross negligence or willful,misconduct of CenturyLink or its employees or agents.

25.6.4 CenturyLink shall be liable for damage to or destruction of CLEC'sequipment and other premises only if such damage or destruction iscaused by CenturyLink's sole negligence or willful miscoriduct.

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26. SUBCONTRACTORS

26.1 A Party may use a contractor or service partner (including, but not limited to, anAffiliate of the Party) to perform the Party's obligations under this Agreement. AParty's use of a contractor or service partner shall not release the Party from anyduty or liability to fulfill the Party's obligations under this Agreement.

27. INSURANCE

27.1 During the term of this Agreement, CLEC shall carry, and shall cause anysubcontractors to carry, with financially reputable insurers which are licensed todo business in all jurisdictions where any property is located, not less than thefollowing insurance:

27.1.1 Commercial General Liability with limits of not less than $ 1,000,000combined single limit per occurrence and aggregate for bodily injury,property damage and personal and advertising injury liability insurance toinclude coverage for contractual and products/completed operationsliability, naming CenturyLink as additional insured;

27.1.2 Business Auto liability, including all owned, non-owned and hiredautomobiles, in an amount of not less than $1,000,000 combined singlelimit per accident for bodily injury and property damage liability, namingCenturyLink as additional insured;

27.1.3 Workers Compensation as provided for in the jurisdiction where theProperty is located, with an Employer's Liability limit of not less than$500,000 per accident or disease;

27.1.4 Umbrella or excess liability in an amount not less than $5,000,000 peroccurrence and aggregate in excess of the above-referenced CommercialGeneral, Business Auto and Employer's Liability, naming CenturyLink asadditional insured; and

27.1.5 "All Risk" property insurance on a full replacement cost basis insuringCLEC's property situated on or within the Property, naming CenturyLinkas loss payee. CLEC may elect to insure business interruption andcontingent business interruption, as it is agreed that CenturyLink has noliability for loss of profit or revenues should an interruption of serviceoccul'.

27.2 Nothing contained in this Section shall limit CLEC's liability to CenturyLink to thelimits of insurance certified or carried.

27.3 All policies required of CLEC shall contain evidence of the insurer's waiver of theright of subrogation against CenturyLink for any insured loss covered thereunder.All'olicies of insurance s'hall be written as primary policies and not contributingwith or in excess of the coverage, if any, that CenturyLink may carry.

27.4 CLEC shall furnish to CenturyLink a certificate or certificates of insurance,satisfactory in form and content to CenturyLink, evidencing that the abovecoverage is in force and has been endorsed to guarantee that the coverage willnot be cancelled without first giving at least thirty (30) Days prior written notice toCenturyLink.

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28. NON-EXCLUSIVE REMEDIES

28.1 Except as otherwise provided herein, all rights of termination, cancellation orother remedies prescribed in this Agreement, or otherwise available, arecumulative and are not intended to be exclusive of other remedies to which theinjured Party may be entitled to under this Agreement or at law or in equity incase of any breach or threatened breach by the other Party of any provision ofthis Agreement, and use of one or more remedies shall not bar use of any otherremedy for the purpose of enforcing the provisions of this Agreement.

29. RESERVATION OF RIGHTS

29.1 Notwithstanding anything to the contrary in this Agreement, neither Party waives,and each Party hereby expressly reserves, its rights: (a) to appeal or otherwiseseek the reversal of and changes in any arbitration decision associated with thisAgreement; (b) to challenge the lawfulness of this Agreement and any provisionof this Agreement; (c) to seek changes in this Agreement (including, but notlimited to, changes in rates, charges and the services that must be offered)through changes in Applicable Law; and, (d) to challenge the lawfulness andpropriety of, and to seek to change, any Applicable Law, including, but not limitedto any rule, regulation, order or decision of the Commission, the FCC, or a courtof applicable jurisdiction. Nothing in this Agreement shall be deemed to limit orprejudice any position a Party has taken or may take before the Commission, theFCC, any other state or federal regulatory or legislative bodies, courts ofapplicable jurisdiction, or industry fora. The provisions of this Section shallsurvive the expiration, cancellation or termination of this Agreement.

30. NOTICES

30.1 Except as otherwise provided in this Agreement, all notices or othercommunication hereunder shall be deemed to have been duly given when madein writing and delivered in person, or sent by certified mail, postage prepaid,return receipt requested, on the date the mail is delivered.

30.2 Notices conveyed pursuant to this Section shall be delivered to the followingaddresses of the Parties or to such other address as either Party shall designateby proper notice,

Qwest Corporation dba CenturyLink QCDirector Wholesale Contracts930 15th Street 6th Floor Denver, CO 80202Email: inta ree centu link cpmPhone: 303-672-2879

With copy to CenturyLink at the address shown belowCenturyLink Law DepartmentAssociate General Counsel, Interconnection1801 California Street, 0th FloorDenver, CO 80202Email: Le al interconnection centur link comPhone: 303-383-6553

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and with a copy to CLEC at the address shown below:

Vincent M. PaladiniAssistant Chief Counsel, RegulatoryTime Warner Cable13820 Sunrise Valley DriveHerndon, VA 20171Vincent.Paladini charter.com703-345-2523703-697&625 {fax)

Maribeth BaileySr. Dir., Interconnection Policy RegulatoryTime Warner Cable60 Columbus CircleNew York, NY 10023Maribeth Baile charter com212-364-8440704-973-6222 {fax)

31. REFERENCES

31.1 All references to Articles, Sections, attachments, Tables and the like shall bedeemed to be refererrces to Articles, Sections, attachments and Tables of thisAgreement unless the context shall otherwise require.

32. RELATIONSHIP OF THE PARTIES

32.1 The relationship of the Parties under this Agreement shall be that of independentcontractors and nothing herein shall be construed as creating any otherrelationship between the Parties.

32.2 Nothing in this Agreement shall make either Party or a Party's employee anemployee of the other, create a partnership, joint venture, or other similarrelationship between the Parties, or grant to either Party a license, franchise,distributorship or similar interest.

32.3 Except fer provisions herein expressly authorizing a Party to act for anotherParty, nothing, in this Agreement shall constitute a Party as a legal representativeor Agent of the other Party, nor shall a Party have the right or authority toassume, create or incur any liability or any obligation of any kind, express orimplied, against, in the name or on behalf of the other Party unless otherwiseexpressly permitted by such other Party in writing, which permission may begranted or withheld by the other Party in its sol'e discretion.

32.4 Each Party shall have sole authority and responsibility to hire, fire, compensate,supervise, and otherwise control its employees, Agents and contractors. EachParty shall be solely responsibte for payment of any Social Security or othertaxes that it is required by Applicable Law to pay in conjunction with itsemployees, Agents and contractors, and for with'holding and remitting to theapplicable taxing authorities any taxes that it is required by Applicable Law to

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collect from its employees, including but not limited to Social Security,unemployment, workers'ompensation, disability insurance, and federal andstate withholding.

32.5 Except as provided by Section 26, the persons provided by each Party to performits obligations hereunder shall be sol'ely that Party's employees and shall beunder the sole and exclusive direction and control of that Party. They shall notbe considered employees of the other Party for any purpose.

32.6 Except as otherwise expressly provided in this Agreement, no Party undertakesto perform any obligation of the other Party, whether regulatory or contractual, orto assume any responsibility for the management of the other Party's business.

32.7 The relationship of the Parties under this Agreement is a non-exclusiverelationship.

32.6 Each Party shall indemnify the other for any loss, damage, liability, claim,demand, or penalty that may be sustained by reason of its failure to comply withthis Section.

33. SUCCESSORS AND ASSIGNS — BINDING EFFECT

33.1 This Agreement shall be binding on and inure to the benefit of the Parties andtheir respective legal successors and permitted assigns.

34. SURVIVAL

34.1 The rights, liabilities and obligations of a Party for acts or omissions occurringprior to the expiration or termination of this Agreement, the rights, liabilities andobfigations of a Party under any provision of this Agreement regardingconfidential information (including but not limited to, Section13), limitation orexclusion of liability, indemnification or defense (including, but not limited to,Section 25), and the rights, liabilities and obligations of a Party under anyprovision of this Agreement which by its terms or nature is intended to continuebeyond or to be performed after the expiration, or termination of this Agreement,shall survive the expiration or termination of this Agreement.

35. TAXES/FEES

35.1 Any State or local excise, sales, or use taxes (defiined in Sections 35.3 and 35.4but excluding any taxes levied on income) and fees/regulatory surcharges(defiined in Section 35.5) resulting from the performance of this Agreement shallbe borne by the Party upon which the obligation for payment is imposed underApplicable Law, even if the obligation to collect and remit same is placed uponthe other Party. The collecting Party shall charge and collect from the obligatedParty, and the obligated Party agrees to pay to the collecting Party, all applicabletaxes, or fees/regulatory surcharges, except to the extent that the obligated Partynotifies the collecting Party and provides to the collecting Party appropriatedocumentation as the collecting Party reasonably requires that qualifies theobligated Party for a full or partial exemption. Any such taxes shall be shown asseparate items on applicable billing documents between the Parties. Theobligated Party may contest the same in good faith, at its own expense, and shallbe entitled to the benefit of any refund or recovery, provided that such Party shallnot permit any lien to exist on any asset of the other Party by reason of thecontest. The collecting Party shall cooperate in any such contest by the otherParty. The other Party will indemnify the collecting Party from any sales or use

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35.2

35

35.5

taxes that may be subsequently levied on payments by the other Party to thecollecting Party.

Notwithstanding anything to the contrary contained herein, CLEC is responsiblefor furnishing tax exempt status information to CenturyLink at the time of theexecution of the Agreement. CLEC is also responsible for furnishing anyupdates or changes in its tax exempt status to CenturyLink duding the Term ofthis Agreement. In addition, CLEC is responsible for submitting and/or filing taxexempt status information to the appropriate regulatory, municipality, localgoverning, and/or legislative body. It is expressly understood and agreed thatCLEC's representations to CenturyLink concerning the status of CLEC's claimedtax exempt status, if any, and its impact on this Section 35 are subject to theindemnification provisions of Section 25, which, for purposes of this Section,serve to indemnify CenturyLink.

Tax. A tax is defined as a charge which is statutorily imposed by the federal,State or local judisdiction and is either (a) imposed on the seller with the se1lerhaving the right or responsibility to pass the charge(s) on to the purchaser andthe seller is responsible for remitting the charge(s) to the federal, State or localjurisdiction or (b) imposed on the purchaser with the seller having an obligation tocollect the charge(s) from the purchaser and remit the charge(s) to the federal,State or local jurisdiction.

Taxes shall include but not be limited to: federal excise tax, State/local sales anduse tax, State/local utility user tax, State/local telecommunication excise tax,State/local gross receipts tax, and local school taxes. Taxes shall not includeincome, income-like, gross receipts on the revenue of CenturyLink, or propertytaxes. Taxes shall not include payroll withholding taxes unless specificallyrequired by statute or ordinance.

Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a chargeimposed by a regulatory authodity, other agency, or resulting from a contractualobligation, in which the seller is responsible or required to collect thefee/surcharge from the purchaser and the seller is responsible for remitting thecharge to the regulatory authority, other agency, or contracting party.Fees/regulatory surcharges shall include but not be limited to E-911/911, otherN11, franchise fees, and Commission surcharges.

36. TERRITORY

36.1

36.2

This Agreement applies to the territory in which CenturyLink operates as anIncumbent Local Exchange Carrier (ILEC) in the State. CenturyLink shall beobligated to provide services under this Agreement only within this temtory.

Notwithstanding any other provision of this Agreement, CenturyLink mayterminate this Agreement as to a specific operating territory or portion thereofpursuant to Section 7.7 of this Agreement.

37. THIRD-PARTY BENEFICIARIES

37.1 Except as expressly set forth in this Agreement, this Agreement is fo'r th'e solebenefit of the Parties and their permitted assigns, and nothing herein shall createor be construed to provide any person or entity not a party hereto (including, butnot limited to, customers or contractors of a Party) with any rights (including, butnot limited to, any third-party beneficiary rights) remedies, claims er dights of

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action hereunder. Except as expressly set forth in this Agreement, a Party shallhave no liability under this Agreement to the customers of the other Party or toany other third person.

38. USE OF SERVICE

36.1 Each Party shall make commercially reasonable efforts to ensure that its EndUsers comply with the provisions of this Agreement (including, but not limited tothe provisions of applicable Tariffs) applicable to the use of services purchasedby it under this Agreement.

39. FEDERAL JURISDICTIONAL AREAS

39.1 To the extent that CenturyLink has contracts with federal entities that limit orprohibit the ability of CLEC to provide resale and/or UNEs, such contracts willgovern telecommunications services in areas or structures used for militarypurposes (Federal Enclaves). Thus, Telecommunications Services to suchFederal Enclaves are not subject to the jurisdiction of the Commission, and theParties agree that Services provided within Federal Enclaves are not within thescope of this Agreement.

40. WAIVER

40.1 Waiver by either Party of any default by the other Party shall not be deemed awaiver of any other default. A failure or delay of either Party to enforce any of theprovisions of this Agreement, or any right or remedy available under thisAgreement or at law or in equity, or to require performance of any of theprovisions of this Agreement, or to exercise any option which is provided underthis Agreement, shall in no way be construed to be a waiver of such provisions,rights, remedies or options, ahd the same shall continue in full force and effect.

41. WtTHDRAWAL OF SERVICES

41.1 Notwithstanding anything contained in this Agreement, except as otherwiserequired by Applicable Law, CenturyLink may terminate its offering and/orprovision of any particular service offering covered by this Agreement if permittedby Applicable Law or due to a change in law upon at least sixty (60) Days priorwritten notice to CLEC.

42. TECHNOLOGY UPGRADES

42.1 Notwithstanding any other provision of this Agreement, CenturyLink may deploy,upgrade, migrate and maintain its network at its discretion. Nothing in thisAgreement shall limit CenturyLink's ability to modify its network through theincorporation of new equipment or software or otherwise. CLEC shall be solelyresponsible for the cost and activities associated with accommodating suchchanges in its own network,

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ARTICLE III. IMPLEMENTATION

The terms of this Article address the requirements for the implementation of this Agreementbetween the Parties. Notwithstanding the above, to the extent permitted by Agreement termsand Applicable Law, any terms in this Article may be invoked or otherwise remain applicablesubsequent to the initial implementation of this Agreement,

43. IMPLEMENTATION PLAN

43.1 This Agreement together with the Standard Practices and any Tariff termsincorporated herein by reference, set forth the overall standards of performancefor the services, processes, and systems capabilities that the Parties will provideto each other, and the intervals at which those services, processes andcapabilities will be provided. The Parties understand that the arrangements andprovision of services described in this Agreement shall require technical andoperational coordination between the Parties. To the extent not otherwisespecified or incorporated by reference herein, the Parties agree to workcooperatively to identify those processes, guidelines, specifications, standardsand additional terms and conditions necessary to support and satisfy thestandards set forth in this Agreement and implement each Party's obligationshereunder.

43.2 Dispute Resolution. If the Parties are unable to agree upon any of the matters tobe included in the Implementation Plan, then either Party may invoke theprocedures set forth in Section16.

44. SECURITY DEPOSIT

44.1 CenturyLink reserves the right to secure the account at any time with a suitablesecurity deposit in the form and amounts set forth herein. If payment of thesecurity deposit is not made within thirty (30) Days of CenturyLink's writtenrequest, CenturyLink may stop processing orders for service and Carrier will beconsidered in material breach of the Agreement.

44.2 Security deposits shall take the form of cash or cash equivalent, an irrevocableletter of credit or other form of security acceptable to CenturyLink.

44.3 If a security deposit is required on a new account, CLEC will remit such securitydeposit prior to inauguration of service. If a security deposit is requested orincreased for an existing account, payment of the security deposit will be madeprior to acceptance by CenturyLink of additional orders for service.

44.4 Security deposits shall be in an amount equal to two (2) months'stimatedbillings as calculated by Centuryl ink, or twice the most recent month's invoicesfrom CenturyLink for existing accounts. All security deposits will be subject to aminimum deposit level of $10,000.

44.5 The fact that a security deposit has been made in no way relieves CLEC fromcomplying with GenturyLink's regulations as to advance payments and theprompt payment of bills on presentation, nor is it a waiver or modification of theregular practices of CenturyLink for the discontinuance of service for non-payment of any sums due CenturyLink.

44.6 CenturyLink may require an increase in the security deposit when (i) the amountof the deposit currently held by CenturyLink is less than two (2)

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estimated billings, or (ii) when gross monthly billing has increased beyond thelevel initially used to determine the secuiity deposit.

44.7 Any security deposit shall be hei'd by CenturyLink as a guarantee ef payment ofany charges for services billed to CLEC pursuant to this Agreement or inconnection with any other services provided to CLEC by CenturyLink.CenturyLink may exercise its right to credit any cash deposit to CLEC's account,or to demand payment from the issuing bank or bonding company of anyirrevocable bank letter of credit, upon the occurrence of any one of the following,events:

44.7.1 when CLEC's undisputed balances due to GenturyLink are more thanthirty.(30) Days past due; and/or

44.7.2 when CLEC files for protection under the bankruptcy laws; and/or

44.7.3 when an involuntary petition in bankruptcy is filed against CLEC and isnot dismissed within sixty (60) Days; and/or

44.7.4 when this Agreement expires or terminates; and/or

44.7.5 any letter of credit issued hereunder or any bank issuing a letter of credithereunder (each, a "Letter of Credit Bank) fails to meet the teims,conditions, and requirements set forth below in this Section; and/or

44.7.6 CLE'C fails te provide CenturyLink with a replacement letter of credit onthe terms set forth herein at least ten (10) Business Days prior to theexpiration of any letter of credit issued to GenturyLink hereunder.

44.6 lf any security deposit held by CenturyLink is applied as a credit toward paymentof CLEC's ba'lances due to CenturyLink, then CenturyLink may require CLEC toprovide a new deposit. If payment of the new deposit is not made within thirty(30) Days ef the request, CenturyUnk may stop processing orders for serviceand CLEC will be considered in breach of the Agreement.

44.9 Any security deposit may be held during the continuance of the service asse'curity for the payment of any and all amounts accruing for the service. Neinterest will accrue or be paid on deposits.

44.10 Any letter of credit issued to CenturyLin'k hereunder must meet the followingrequirements:

44.10.1 The ban'k issuing any letter of credit hereunder (the "Letter ofCredit Bank) must maintain a minimum credit rating of A (byStandard 8 Poor's) or A2 (by Moody's). if CLEC proposes thatthe letter of credit be issued by a bank that is not so rated byStandard 8 Poor's or Moody's, then CLED must obtain the priorwritten approval by CenturyLink to use such b'ank as th'e Lette'r ofCredit Bank.

44.10.2

44.10.3

The original letter of credit shall be in such form and on terms thatare accepts'ble to CenturyLink and must inctude an automatic one-year renewa'I extension.

If CLEC receives notice from the Letter of Credit Bank of any non-renewal of a letter of credit iss'ued hereunder, then CLEC shallpromptly give written notice to CentuiyLink ef such notice of non-renewal. Not later than ten (10) Business Days prior to the

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expiration of the letter of credit, C3 EC shall provide CenturyLink areplac'ement letter of cre'dit on substantially identical terms to theexisting letter of credit (or such other terms as are acceptable toCenturyLink). If. CLEC provides a rep'la'ce'ment letter of credit notlater than ten (10) Business Days prior to the expiration of theexpiring letter of credit, then CenturyLink shall not make a drawingunder the expiring letter of credit. Upon receipt of a replacementletter of credit meeting the requirements set forth in thisAgreement, GenturyLink will provide the original, expiring letter ofcredit to CLEC.

44.10.4 If CLEC desires to re'place any letter of credit issued toCenturyLink hereunder, whether due to non-renewal or otherwise,each such replacement letter of credit and the Letter of CreditBank issuibg such replacement I'atter of credit must meet theterms, conditions and requirements set forth in this Section.

45. START-UP 'DOCUIIEKTATION

45.1 CLEC is required to submit to CenturyLink the "CLEC Profile," and other requireddocumentation, as described in the process on the CenturyLink WholesaleWebsite.

45.2 CLEC m'ust rep'resent and warrant te CenturyLink that it is a certified localprovider of Telephone Exchange Service in fhe State prior to submitting orders orexchanging. any traffic under this Agreement.

46. LETTER OF AU'THORIZATION {L'OA)

46.1 To the extent the Parties have.not previously done so, CLEC and CenturyLinkshall execute a blanket letter of authorization (LOA) with respect to customerrequests to change service providers or to permit either Party to view CPNI, suchas pursuant to the submission of a Customer Service R'ecord (CSR) Searchorder, prior to a request to change service prov/ders. Under the blanket LOA, aParty authorized by the customer to view or use its CPNI need not provide preofcf End User authorization to the other Party before viewing or using the CPNI.

46.2 Each Party's access to CPNI of another carrier's customer will be limited toinstances where the requesting Party has obtained the appropriate authorizationrequired under Applicable Law to change service providers or release of CPNIfrom a customer.

46.3 The requesting Party is solely responsible for determining whether properauthorization has been obtained and holds the other Party harmless from anyloss or liability on account of the requesting Party's faiffure to obtain proper CPNIauthorization fram a customer.

46.4 The requesting Party must maintain record's of all customer authorizations tochange seivice providers or reiease of CPNI in compliance witIT State and federallaw.

46.5 Until a blanket LOA has been executed, a Party wishing to view End User CPNIof the other Party must, upon request provide written proof of End Userautherization to the other Party before viewing or using the CPNI. Howeverwhen a blanket LOA has been executed and where such blanket LOA containsthe appropriate authorization to change service providers or release CPNI as

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46.6

46.7

46.6

incorporated in the Standard Practices or otherwise approved in advance byCenturyLink, neither Party will require the other Party to submit an individual LOAor Third Party Verification (TPV) prior to changing service providers or releasingCPNI, providing Customer Service Records (CSRs), or processing orders. It

shall be considered a material breach of this Agreement if either Party submitsan order to change service providers or release CPNI that has not been obtainedfrom the customer.

The provisioning of CPNI from CenturyLink to CLEC shall beaccomplished through the preordering Electronic Interface.

The cure period in Section 7.6 for material defaults shall not affect eitherParty's obligation to comply with the requirements of 47 C.F.R. 564.1150to give timely notice to the Commission and other carriers of anyunauthorized carrier change, to remove any unpaid charges, and tosubmit proper documentation to the relevant governmental agency withinthirty (30) Days.

If a Party fails to provide proper documentation of permission obtained fromprospective subscribers for at least ninety five percent (95%) of subscriberswhose CPNI has been obtained from the other Party, and if such failurecontinues for over sixty(60) Days after written notice of the breach, then as analternative to terminating this Agreement pursuant to Section 7.6 for an uncureddefault, the other Party may discontinue processing new Service Orders and/ordisconnect any electronic preordering interface until such failures have beensubstantially rec5fied and the defaulting Party has provided adequate assurancesto the other Party that adequate steps have been implemented to preventongoing problems with such records compliance. The exercise of this alternativeremedy shall not act as a waiver of the right to terminate this Agreement underSection 7.6 if an ongoing default is not substantially rectified within sixty (60)Days written notice.

Any dispute between the Parties with respect to their rights and obligations underthis Section shall be subject to the Dispute Resolution provisions ef thisAgreement, and the Parties must attempt to resolve any dispute concerning thevalidity of subscriber authorizations prior to filing a formal complaint with theCommission provided however, that the sixty (60) Day waiting period for filing aComplaint under Section 16.2.4 shall not apply to such disputes. ff a Party files aComplaint with the Commission to resolve any such dispute, then while suchproceeding is pending the other Party shall not be entitled to exercise alternativeremedy under Section 46.6 unless the Commission determines otherwise.

A Party that has submitted an invalid subscriber authorization shall be billed acharge of fifty dollars ($50.00) per affected line in lieu of any additional charge inorder to compensate the other Party for switching the End User back to theoriginal LEC.

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ARTICLE IV. OPERATIONAL TERMS

47. STANDARD PRACTICES

47.1 Standard Practices may incorporate by reference various industry, OBF, andother standards referred to throughout this Agreement, which may beimplemented to satisfy any CenturyLink obligations under this Agreement.

47.2 If CLEC desires notice of changes made to Centurybink's Standard Practices,CLEC may make such a request during the Agreement implementation processor at any subsequent time during the term of this Agreement.

48. ESCALATION PROCEDURES

46.1 The Standard Practices outlines the escalation process which may be invoked atany point in the Service Ordering, Provisioning, and Maintenance processes tofacilitate rapid and timely resolution of disputes.

49. INTENTIONALLY LEFT BLANK

50. CONTRACT WITH END USERS

50.1 Each Party at all times shall be the primary contact and account control for allinteractions with its End Users, unless otherwise agreed to by the Parties. EndUsers include active subscribers as well as those for whom Service Orderinstallations are pending.

50.2 CenturyLink shall have no obligation, to accept a communication from a CLECEnd User, including, but not limited to, a CLEC End User request for repair ormaintenance of a CenturyLink service provided to CLEC.

50.3 Each Party shall update its own contact information and escalation list and shallprovide such information to the other Party for purposes of inquiries regarding theimplementation of this Agreement. Each Party shall accept all inquiries from theother Party and provide a timely response. CenturyLink will provide and maintainits contact and escalation list on its CenturyLink Website.

50.4 The Parties will ensure that all representatives who receive inquiries regardingthe other Party's services shall provide appropriate referrals to potentialcustomers who inquire about the other Party's services or products. The Partiesshall not in any way disparag'e or discriminate against the other Party or thatother Party's products and services, and shall not solicit each others'ustomersduring such inquiries, provided however, a Party can answer urisolicitedcustomer questions about products and services of that Party.

50.5 The Parties will not use a request for End User information, order submission, orany other aspect of its processes or services to aid its retail marketing or salesefforts.

50.6 CenturyLink will provide training, on a non-discriminatory basis, for allCenturyiink employees who may communicate, either by telephone or face-to-face, with CLEC End Users. Such training shall include compliance with thebranding requirements of this Agreement including without limitation provisions offorms, and unbranded "Not at Home* notices.

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50.7 CenturyLink will recognize CLEC as the Subscriber of Record for all NetworkElements or services for resale ordered by CLEC and will send all notices,invoices, and information which pertain to such ordered services directly toCLEC. CLEC will provide CenturyLink with addresses to which CenturyLink will

send all such notices, invoices, and information.

51. CAPACITY PLANNING AND FORECASTS

51.1 Forecast Requirements for interconnection

51.1.1 Within thirty {30) Days from the Effective Date of this Agreement, or assoon after the Effective Date as practicable, the Parties agree to meetand develop joint planning and forecasting responsibilities which areapplicable to Interconnection services. CenturyLink may delayprocessing CLEC Service Orders should CLEC not perform obligations asspecified in this Section.

51.1.2 CLEC shall provide non-binding forecasts for traffic utilization over trunkgroups. Orders for trunks that exceed forecasted quantities forforecasted locations will be accommodated as facilities and/or equipmentare available. CenturyLink shall make all reasonable efforts andcooperate in good faith to develop alternative solutions to accommodateorders when facilities are not available. Company forecast informationmust be provided by CLEC to CenturyLink twice a year. The initial trunkforecast meeting should take place soon after the first implementationmeeting. A forecast should be provided at or prior to the firstimplementation meeting.

51.1.3 Facilities will be planned for in accordance with the trunk forecastsexchanged between the Parties as described in this Section.

51.2 Format and Content

51.2.1 Unless otherwise specified by CenturyLink, the forecasting forms locatedon the CenturyLink Wholesale Website will be used by CLEC for therequirements of this Section. Ail information provided by CLEC will beconsidered confidential information under federal law and Agreementterms.

51.2.2 The joint planning process/negotiations should be completed within two(2) months of the initiation of such discussion.

51.2.3 Description of major network projects that affect the other Party will beprovided in the semi-annual forecasts. Major network projects include butare not limited to trunking or network rearrangements, shifts in anticipatedtraffic patterns, or other activities by CLEC that are reflected by asignificant increase or decrease in trunking demand for the followingforecasting period.

51.2.4 Parties shall meet to review and reconcile the forecasts if forecasts varysignificantly.

51.2.5 If CenturyLink requests, CLEC shall provide an updated non-binding trunkforecast when ordering or requesting additional trunks from CenturyLinkanytime after the initial trunk implementation.

51.3 Responsibility of Parties

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51.3.1 In addition to the joint trunk group forecasting established in Section 51.1,discussions to provide relief to existing facilities can be initiated by eitherParty. Actual system augmentations will be initiated upon mutualagreement.

51.3.2 Both Parties will perform a joint validation to ensure currentInterconnection facilities and associated trunks have not been over-provisioned. If any facilities and/or associated trunks are over-provisioned, they will be turned down where appropriate. Trunk designblocking criteria described in Section 64.3.4 will be used in determiningtrunk group sizing requirements and forecasts.

5'1.3,3 If, based on the forecasted equivalent DS-1 growth, the existing facilitiesare not projected to exhaust within one year, the Parties will suspendfurther relief planning on this Interconnection until a date one (1) yearprior to the projected exhaust date. If growth patterns change duriing thesuspension period, either Party may re-initiate the joint planning process.

51.3.4 Both Parties will negotiate a project service date and corresponding workschedule to construct relief facilities prior to facilities exhaust.

52. BONA FIDE REQUEST (BFR)

52.1 Through the Bona Fide Request (BFR) process, CLEC may request (1) accessto a Network El'ement CenturyLink is required to provide under Applicable Law,but such Network Element is new, undefined or otherwise required to beprovided but not available under the terms of this Agreement; (2) access tofacilities and equipment that are not Currently Available, or to UNEs that aresuperior or inferior in quality than those that Centuryiink provides to itself; and(3) certain other services, features, capabilities or functionalities defined andagreed upon by the Parties as services to be ordered via the BFR process.

52.2 Notwithstanding anything to the contrary in this Agreement, CenturyLink shallonly be required to provide or continue to provide UNEs and/or otherarrangements and services that CenturyLink is otherwise obligated to provideunder Applicable Law pursuant to the provisions of this Agreement, including theBFR process, if needed. While Centuryiink may permit CLEC to submit BFRrequests for Network Elements, arrangements or services that CenturyLink is notobligated under Applicable Law to provide, CenturyLink is not required to providesuch Network Elements, arrangements or services, and CenturyLink may elect ordecline to provide same at its sole discretion.

52.3 Process

52.3.1 CLEC shall submit to CenturyLink a written BFR application (Request), ina form to be provided by CenturyLink and as published on CenturyLink'sWebsite. The Request shall specitically identify relevant technicalrequirements and descriiptions, drawings, locations and/or any other suchspecifications that are reasonably necessary to clearly define the Requestsuch that CenturyLink has sufficient informatron to analyze and prepare aresponse.

52.3.2 lf fulfilling the request involves construction or engineering analysis,CenturyLink will notify CLEC of such and CLEC will make the non-refundable NRC payment set forth in Table 1 to compensate CenturyLink

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for its costs to perform the analysis. CenturyLink shall have no obligationto further evaluate the request, conduct any analysis or prepare a pricequote for the requested service until the non-refundable NRC paymenthas been received.

52.3.3 CLEC may cancel a Request in writing at any time prior to agreeing onprice and availability in the final quote. CenturyLink will then ceaseanalysis and/or development of the Request. However, CLEC will payCenturyLink its reasonable and demonstrable costs of processing and/orimplementing the BFR up to and including the date on which CenturyLinkreceives CLEC's notice of cancellation if such costs are not alreadycovered in full by a previously submitted non-refundable NRC payment.

52.3.4 CenturyLink shall acknowledge in writing the receipt of a Request andshall identify a single point of contact to process the Request within ten(10) Business Days of CenturyLink's receipt of a Request. CenturyLinkwill advise CLEC of any additional information needed for a complete andaccurate Request.

52.3.5 Except under extraordinary circumstances, within thirty (30) Days of itsreceipt of a complete and accurate Request, CenturyLink will approve ordeny the Request (Preiiminary Analysis). If CenturyLink denies CLEC'sRequest, the Preliminary Analysis will provide the reason(s) for suchdenial.

52.3.6 CLEC may accept or reject CenturyLink's Preliminary Analysis, at itsdiscretion. CLEC will provide written acceptance of the PreliminaryAnalysis to CenturyLink within thirty (30) Days of its receipt of thePreliminary Analysis or CLEC's Request will be deemed to be cancelled.

52.3.7 Upon receiving CLEC's written acceptance and authorization of thePreliminary Analysis, CenturyLink will proceed to develop a Final Quote.The Final Quote shall contain a description of each access arrangementor service to be provided, a tentative availability date, the applicablerates, the installation intervals, BFR development and'rocessing costsand the terms and conditions under which access to the requestedNetwork Element, arrangement or service will be offered. CenturyLinkshall provide the Final Quote within ninety (90) Days of receiving CLEC'swritten acceptance and authorization to the Preliminary Analysis.

52.3,6 The tentative availability date is dependent on when CLEC accepts theFinal Quote. CenturyLink shall make reasonable efforts to provide anavailability date that is within ninety (90) Days from the date it receivesCLEC's written Final Acceptance as described below in Section 52.3.9. If

CenturyLink cannot complete the BFR within ninety (90) Days of receivingCLEC's Final Acceptance, CenturyLink and CLEC will then determine amutually agreeable availability date.

52.3.9 Within thirty (30) Days of receipt of the Final Quote, CLEC must either (i)confirm or cancel its Request in writing (Final Acceptance), or (ii) submitany disputed issues with the Final Quote for dispute resolution pursuantto Section 16. CLEC's written acceptance must include payment of onehundred percent (100/o) of the quoted costs.

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53. ORDERING AND PROVISIONING

53.1 National Exchange Access Center (NEAC)

53.1.1 CenturyLink shall provide a NEAC or equivalent which shall serve asCLEC's point of contact for all activities involved in the ordering andprovisioning of CenturyLink's Unbundled Network Elements, features,functions, and resale services.

53.1.2 The NEAC shall provide to CLEC a nationwide telephone num'beranswered during its normal office hours by competent, knowledgeablepersonnel train'ed to answer questions and resolve problems inconnection with the ordering and provisioning of Unbundled NetworkElements (except those associated with local trunking Interconnection),features, functions, cape'bilities, and resale services.

53.1.3 CenturyLink shall provide, as requested by CLEC, through the NEAC,provisioning and premises visit installation support in the form ofcoordinated scheduling, status, and dispatch capabilities duringCenturyLink's standard business hours, unless the Parties agreeotherwise.

53.2 National Access Service Center (NASC)

53.2.1 CenturyLink shall provide a NASC or equivalent which shall serve asCLEC's point of contact for all activities involved in the ordering andprovisioning of CenturyLink's Interconnection services.

53.3 Ordering and Provisioning

53.3.1 CenturyLink will provide necessary ordering and provisioning businessprocess support as well as those technical and systems interfaces asmay be required to enable CLEC to provide resale services, including thefunctions, features, and capabilities of such services, and UnbundledNetwork Elements. If CenturyLink deploys any enhanced electroniccapability CenturyLink will notify CLEC of availability and CLEC shall usethe processes for performing transaction(s) to the extent practicable andthe use of any other interface or process will be discontinued.

53.3.2 The Parties agree that orders for services under this Agreement will notbe submitted or accepted until thirty (30) Days after the completion of allaccount establishment activities, including but not limited to, thedocuments and information subscribed in Section 45.1, unless the Partiesmutually agree upon a different date based on the specific circumstancesof the Parties'elationship.

53.3.3 Except as specifically provided otherwise in this Agreement, pre-ordering,ordering and provisioning of resold services shall be governed inaccordance with CenturyLink's Standard Practices,

53.3.4 CenturyLink will provide provisioning intervals and procedures for designand complex services on a nondiscriminatory basis. Complex ServiceOrder charges pursuant to Tariff terms may apply.

53.3.5 Where technically feasible, the NEAC will coordinate support for alldesigned and/or complex services provided to CLEC.

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53.3.6 To the extent required by Applicable Law, and upon request from CLEC,employing CenturyLink's LSR, CenturyLink will provide blocking of 700,900, and 976 services, or other services of similar type as may now existor be developed in the future, and shall provide Billed Nurriber Screening(BNS), including required LIDB updates, or equivalent service for blockingcompletion of bill-to-third party and collect calls, on a line, PBX, orindividual service basis. Blocking shall be provided to the extent (a) it isan available option for the Telecommunications Service resold by CLEC,or (b) it is technically feasible when requested by CI EC as a function ofUnbundled Network Elements.

53.3.7 When ordering a resale service via an LSR Service Order, CLEC mayorder separate interLATA and intraLATA service pr'oviders (i.e., two PICs)on a line or trunk basis, and CLEC agrees to pay the applicabte ServiceOrder and PIC charges associated with such order. CenturyLink will

accept PIC change orders for intraLATA toll and long distance servicesthrough the service provisioning process.

53.3.8 The standard Service Order charges as listed in the Table 1 of thisagreement shall apply to all orders.

53.4 Pre-qualification of Lines

53.4.1 CenturyLink will accept line pre-qualification requests as follows:

53.4.2 CLEC will submit a Line Pre-Qualification Request using the CenturyLinkorder submission process. Each order is limited to a maximum of seven(7) lines. Each line must be identified by the following:

a. Customer Telephone Number

b. Customer Address

c. Customer Name

53.4.3 CenturyLink will acknowledge receipt of the request or reject the requestand give reasons therefore within twenty-four (24) Business Day hours.VNhin three (3) Days of receiving a complete and accurate request,CenturyLink will report by email the following data on the line(s): length ofloop, number of load coils, and number of bridge taps.

53.4.4 CLEC shall pay the pre-qualification order price set forth in Table 1 foreach submitted order.

53.4.5 Pre-qualification requests are submitted at CLEC's sole discretion.CenturyLink bears no liability for line quality or the ability of a line to meetCLEC's needs where CLEC has submitted an order without having theline pre-qualified.

53.5 Service Order Process Requirements for Resale and UNEs

53.5.1 CenturyLink will accept orders for As-Is Transfer of services fromCenturyLink to CLEC where CenturyLink is the End User's currentlocal exchange carrier.

53.5.2 For resale of CenturyLink services CenturyLink shall notdisconnect any subscriber service or existing features at any time

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53.5.3

53.5.4

53.5.5

53.5.6

53.5.7

53.5.6

53.5.9

53.5.10

53.5.11

53.5.12

during the migration of that subscriber to CLEC service withoutprior CLEC agreement.

When CLEC has obtained an End User from another reseller ofCenturyLink services, CLEC will inform CenturyLink of the transferby submitting standard LSR forms to CenturyLink via the LSRpl ocess.

Sub)ect only to any system limitation noted in Ce'nturyLink'sStandard Practices, Multiple Working Telephone Numbers (WTN)may be included in one order provided the numbers are for thesame customer at a specific location.

In situations where CLEC has the use of the facilities (i.e., LocalLoop) to a specific customer premises, eithei through resale ofloca'I service or the lease of the Local Loop as an UnbundledNetwork Element, and CenturyLink receives a good faith requestfor service from a customer at the same premises or from anothercarrier with the appropriate customer authorization, theprocedures below will apply.

CenturyLink will follow methods prescribed by the FCC and anyapplicable State regulation for carrier change verification.

Where CLEC is using a single facility to provide service to multipleEnd Users, CenturyLink will not disconnect that facility as a resultof the following procedures.

When CLEC submits an order for an End User that is changinglocal service providers for existing service, and is not addingservice (i,e., an additional line), CenturyLink will process theservice request without delay, and provide the losing competitiveLEC a customer loss notification consistent with industrystandards.

When an order is submitted for an End User adding service toexisting service (i.e., an additiona1 line), the order should bemarked as an additional line and existing facilities will not beaffected.

Unless otherwise directed by CLEC and when technically capable,when CLEC orders resale Telecommunications Services all trunkor telephone numbers currently associated with existing servicesshal! be retained without loss of feature capability and without lossof associated ancillary services including, but not limited to,Directory Assistance and 911/E911 capability.

CenturyLink shall provide unbrand'ed intercept treatment andtransfer of service announcements to CLEC's End Users.CenturyLink shaH provide such treatment and transfer of serviceannouncement in accordance with local Tariffs and as provided tosimilarly situated CenturyLin'k End Users for aH servicedisconnects, suspensions, or transfers.

For services provided through UNEs, CenturyLink shall recognizeCLEC as an agent, in accordance with OBF developed processes,

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for the End User in coordinating the disconnection of servicesprovided by another CLEC or CenturyLink. In addition,CenturyLink and CLEC will work cooperatively to minimize serviceinterruptions during the conversion.

53.6 Abandoned Service

53.6.1 Abandoned service occurs when an End User vacates premises withoutnotifying the local service provider and a new End User moves into thevacated premises and orders service from a local service provider andneither CenturyLink nor the previous local service provider are aware thatthe original End User has abandoned the service in place.

53.6.2 When a carrier requests service at a location and marks the order asabandoned and CLEC is the previous local service provider, CenturyLinkshall notify I'ocal service provider that it has had a request for service atthe premises that is currently being served by CLEC.

53.6.3 If available to CenturyLink, CenturyLink shall include the name andaddress of the party receiving service at such premises, but at a minimumshall provide local service address information.

53.6.4 lf the local service provider does not respond within twenty-four (24)hours (excluding weekends and holidays) after receiving Centurybink'snotification or if local service provider responds relinquishing the facilities,CenturyLink sha'll be free to use the facilities in question and CenturyLinkshall issue a disconnect order with respect to the service at that location.If local service provider responds stating that the service is working andshould not be disconnected, CenturyLink will notify the carrier orderingservice and request verification of the premises or the subinission of anorder for an additional line.

53.7 Due Date

53.7.1 CenturyLink shall supply CLEC with due date intervals to be used byCLEC personnel to determine service installation dates.

53.7.2 The ordering process and standard provisioning intervals applicable toresale services and unbundled Network Elements are set forth on theCenturyLink Website, and such process and intervals shall apply.

53.7.3 CenturyLink shall use reasonable efforts to complete orders by CLECrequested due date within agreed upon intervals.

53.8 Coordination Requests

53.8.1 CenturyLink will provide ordering and provisioning coordination servicesduring the business hours specified on its Website, through the NEAC, atthe charges specified in Table1.

53.8.2 For subscriber conversions requiring coordinated cut-over activities, on aper order basis, CenturyLink and CLEC will agree on a scheduledconversion time, which will be a designated time period within adesignated date, and will be d'ependent upon the availability ofCenturyLink resources.

53.8.3 Any request made by CLEC to coordinate conversions after normalworking hours, or on Saturdays or Sundays or CenturyLink holidays shall

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be performed at CLEC's request and expense. Coordination requestsoutside of normal business hours/weekends will incur additional charges.

53.8.4 CenturyLink will perform all of its standard pre-service testing prior to thecompletion of the Service Order. Subject to the terms of this Agreement,CenturyLink is responsible only for the installation, operation andmaintenance of the UNEs it provides. CenturyLink is not otherwiseresponsible for the Telecommunications Services provided by CLECthrough the use of those Network Elements.

53.8.5 Upon CLEC's request, CenturyLink shall suspend or restore thefunctionality of any Network Element, feature, function, or resale serviceto which suspend/restore is applicable.

53.8.6 Upon completion of the requests submitted by CLEC, CenturyLink shallprovide to CLEC a completion notification.

53.9 Subscriber Premises Inspections and Installations

53.9.1 CLEC shall perform or contract for all CLEC's needs assessments,including equipment and installation requirements required beyond theDemarcation Point/NID, located at the subscriber premises.

53.10 Firm Order Confirmation (FOC)

53.1Q.1 CenturyLink shall provide to CLEC, a Firm Order Confirmation(FOC) for each CLEC order. The FGC shall contain theappropriate data elements as defined by the OBF standards.

53.1Q.2 For a revised FOC, CenturyLink shall provide standard detail asdefined by the OBF standards.

53.10.3 CenturyLink shall provide to CLEC the date that service isscheduled to be installed.

53.11 Ord'er Rejections

53.11.1 CenturyLink shall reject and return to CLEC any order thatCenturyLink cannot provision, due to technical reasons, missinginformation, or jeopardy conditions resulting from CLEC orderingservice at less than the standard order interval.

53.11.2 When an order is rejected, CenturyLink will, in its rejectnotification, describe the existing reasoris for which the order wasrejected.

53.12 Service Order Charges

53.12.1 If an installation or other CLEC ordered work requires a changefrom the original CLEC Service Order in any manner, CLEC shallinitiate a revised Service Order. If requested by CLEC,CenturyLink will provide CLFC an estimate of additional laborhours and/or materials.

53.12.2 If a CLEC End User requests a change, CenturyLink, will, at thattime, direct the CLEC subscriber to contact CLEC, and CLECshould initiate a new Service Order to have additional workperformed.

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53.13 Expedites

53.13.1

53.13.2

When an End User changes or withdraws authorization, eachParty shall release customer-specific facilities and/or cancelorders in progress in accordance with the End User's direction orthe direction of the End User's authorized agent.

If expedited service is requested, CLEC will populate the"Expedite" and "Expedite Reason" fields on the LSR. CenturyLinkreserves the right to refuse an expedite request if resources arenot available. If an expedite request is granted, applicableexpedite Service Order charges, as set forth on Table 1, will

apply.

CenturyLink will not accept expedite requests for LNP orders.

53.14 Number Administration/Number Reservation

53.14.1

53.14.2

53.14.3

53.14.4

53.15 Cancellations

CenturyLink shall provide CLEC with the ability to obtaintelephone numbers while a subscriber is on the phone with CLEC.When CLEC uses numbers from a CenturyLink NXX, CenturyLinkshall provide the same range of number choices to CLEC,inoluding choice of exchange number, as CentuiyLink provides itsown subscribers. Reservation and aging of CentuiyLink NXXsshall remain CenturyLink's responsibility.

In conjunction with an order for service, Centu/yLink shall acceptCLEC orders for blocks of numbers for use with compiex servicesincluding, but not limited to, DID, CENTREX, and Huntingarrangements, as requested by CLEC.

Consistent with the manner in which CenturyLink providesnumbers to its own subscribers, no telephone number assignmentis guaranteed until service has been instalied,

CenturyLink shall provide testing and loading of CLEC's NXX onthe same basis as CenturyLink provides itself or its Affiliates.

53.15.1 CenturyLink may cancel orders for service that have had noactivity within thirty-one (31) consecutive Days after the originalservice request,date. Certain complex UNEs and UNEs requiriingfacility build-outs that may take longer than thirty-one (31) Days toprovision will be excluded from this provision.

53.16 Discontinuance of Service (Snap-back Provision)

53.16.1 If CLEC proposes to discontinue, or actuagy discontinues, itsprovision of service to all or substantially all of its customers,whether voluntarily, as a result of bankruptcy, or for any otherreason, CLEC shal! comply with all Applicable Law andregulations governirlg such discontinuance, including the provisionof notice of such discontinuation to the other Party.

53.17 Nothing in this Section shall limit CenturyLink's right to cancel or terminate thisAgreement under Section 7 and Section 53.15 or to suspend provision ofservices under Section 9 of this Agreement.

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54. UNIVERSAL SERVICE FUND

54.1 In order to collect the costs of CenturyLink's contribution to the Federal UniversalService Fund (FUSF) in an equitable manner, CenturyLink's End Users arecharged a Federal Universal Service Charge (FUSC). The only customers whoare exempt from paying the FUSC to CenturyLink are those reseller CLECs whothemselves contribute to the FUSF, or who otherwise qualify for an exemptionunder the FCC's univeisal service rules. If CLEC is reselling CentuiyLinkservices, in order to obtain an exemption from paying the FUSC to CenturyLink,CLEC must provide CenturyLink a signed statement certifying that it is resellingthe seivices provided by CenturyLink in the form of telecommunications, and will,in fact, contribute directly to the FUSF. If CLEC does not provide this statement,or otherwise certify that it is exempt from remitting the FUSC, CenturyLink mustreport the revenues obtained from the provision of service to CLEC as End Userrevenues for purposes of calculating and reporting FUSC contributions, andCenturyLink shall be entitled to recover from CLEC the resulting FUSFcontributions attributable to such revenues, in accordance with Applicable Law.

54.2 To comply with FCC rules regarding the funding of Universal Service, CLEC isrequired to complete the form entitled "CERTIFICATION OF FEDERALUNIVERSAL SERVICE FUND CONTRIBUTION STATUS" provided byCenturyLink in order to obtain an exemption from paying the FUSC toCenturyLink. In addition, CLEC agrees to provide CenturyLink with an updatedannual certification, no later than February 1 of each calendar year, so thatCenturyLink may ensure that it continues to accurately report its revenues forFUSF contribution purposes.

54.2.1 It is expressly understood and agreed by the Parties that CLEC'sprovision to CenturyLink of evidence concerning its making adequatepayments into the FUSF, and CLEC's representations to CenturyLink inconnection therewith, are subject to the indemnification provisions ofSection 25, which, for purposes of this Section, serve to indemnifyCenturyLink.

55. BILLING AND PAYMENTS/DISPUTED AMOUNTS

55.1

55.2

In consideration of the services provided by CenturyLink under this Agreement,CLEC shall pay the charges set forth in this Agreement, subject to change in 'lawand to the dispute provisions provided herein. CenturyLink may limit or modifythe form(s) of payment that will be accepted from time to time. CenturyLink willnot accept card payments (e.g., credit/debit/ATM cards) or any form of paymentthat reduces the net amount received by CenturyLink.

CLEC must choose a primary media option for invoices. If no bill media option isselected, the primary will default to paper. The primary media option is providedat no charge. If a second media option is chosen, then an applicable charge willbe assessed at the rate reflected in CenturyLink's appropriate FCC Tariff. IfCLEC requests additional copies of the monthly invoice, CenturyLink may alsobill CLEC for the additional copies. The procedures and limitations governing billmedia, including the availability of secondary media and Bill Media RequestForms, are set forth in CenturyLink's Bill Media Guide.

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55.3 Recurring Charges, other than Usage Charges, for Telecommunications Servicesprovided hereunder are applied on a monthly basis. For billing and creditingpurposes, a month is presumed'to have thirty (30) days, regardless of the actualDays in a given month.

55.4 Charges for physical facilities and other non-usage sensitive charges shall bebilled in advance, except for charges and credits associated with the initial orfinal bill'. Usage sensitive charges, such as charges for termination of LocalTraffic, shall be billed in arrears.

55.5 To the extent that CLED orders blocking, CLEC is responsible for blockingcharges. If blocking services are not ordered, CLEC will be responsible for allcharges for 700, 900, and 976 services, or other services of similar type made byCLECs End Users.

55.6 Billing Specifications

55.6.1 The Parties agree that billing requirements and outputs will be consistentwith the Ordering 8 Billing Form (OBF) and also with TelcordiaTechnologies Billing Output Specifications (BOS).

55.6.2 Usage Measurement: Usage measurement for calls shall begin whenanswer supervision or equivalent Signaling System 7 (SS7) message isreceived from the terminating office and shall end at the time of calldisconnect by the calling or called subscriber, whichever occurs first.

55.6.3 MOUs or fractions thereof, shall not be rounded upward on a per-callbasis, but will be accumulated over the billing period. At the end of thebilling period, any remaining fraction shall be rounded up to the nearestwhole minute to arrive at total billable minutes. MOU shall be collectedand measured in minutes, seconds, and tenths of seconds,

55.6.4 Each Party shall calculate terminating Interconnection MOUs based onstandard AMA recordings made within each Party's network, theserecordings being necessary for each Party to generate bills to the otherParty. In the event either Party cannot measure minutes terminating onits network where technically feasible, the other Party shall provide themeasuring mechanism or the Parties shall otherwise agree on analternate arrangement.

55.7 Billing for Access Services will be in conformance with Multiple Exchange CarrierAccess Billing (MECAB) guidelines and Multiple Exchange Carriers Ordering andDesign Guidelines for Access Services-Industry Support Interface (MECOD). TheParties will exchange Billing Account Reference and Bill Account CrossReference information and will coordinate initial and subsequent billing cycles.CenturyLink will provide CLEC the appropriate records to bill Exchange Accesscharges to the IXC. CenturyLink will capture records for inward terminating callsand send them to CLED, as appropriate, via CenturyLink's standard processes.Upon CenturyLink's request, CLEC will provide CenturyLink the appropriaterecords to bill Switched Access Service charges to IXCs. CLED will capturerecords for inward terminating calls and send them to CenturyLink, asappropriate, in an agreed upon process.

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55.8

55.9

55.10

55.11

55.12

55.13

55.14

Upon request by CLEC and te the extent CenturyLink is providing call records forTransit Traffic to other terminating providers serve'd by the same Tandem,Century'Link will also provide such records to CLEC.

CenturyLin'k will bill CLEC for message provisioning and, if apphcabte, data tapecharges related to Exchange Access traffic and Transit Traffic records.Centurybink will bill CLEC for the records at the rates on Table 1. If CLECrequests additional copies of the monthiy invoice, CenturyLihk may also billCLEC for the additional copies.

The Parties will bill each other in a timely manner. Except for billing pursuant tea Section 16 Dispute Resolution process determination, neither Party will, initiatecredit claims or bill the other Party for previously unbilled, under-bill'ed or over-billed charges for services under this Agreement that were provided more thantwenty-four (24) menths prior to the applicable most recent bill date, unless alonger period is warranted as a result of fraud, concealment or other, similarcircumstances.

Except as otherwise provided in this Agreement, payment of amounts billed forservices provided under this Agreement shall be in immediately available U.S.funds, and shall be due by the fMl Due Date.

If the Bill Due Date is a Saturday, Sunday, or has been designated. a bankholiday, payment is due by the next Business Day. Payments may betransmitted by electronic funds transfer.

If any undisputed amount due is not received by the billing Party by the Bill DueDate, the billing Party shall calculate and assess a late payment chaige on thepast due balance. The billed Party agrees to pay a late payment charge equal toone and one-half percent (1.5%) per month, or the hig'hest rate of interest thatmay be charged under Applicable Law, compounded daily, for the number ofdays from the Bill Bate until thedate on which such payment is made. Such latepayment charges shafi be incfuded on the billing Party's next statement to t'ebilled Party.

If any portion of an amount billed by a Party under this Agreement is subject to agood faith dispute between the Parties, the billed Party shalt give written notice tothe billing Party of the amounts it disputes (Disputed Amounts) and sha1I includ'ein such notice specific details and reasoris for disputing each item. Such writtennotice shall be submitted in accordance with the process for submitting billingdispute claims set forth on the CenturyLink Website. Disputed billing claims shallbe submitted ne later than the Bill Due Date. Failure by the billed Party todispute a billed ameunt before the Bill Due Date means that the total chargesbilled are due and payable to the billing Party on the Bill Due Date. The billedParty may not withhold payment of, billed amounts past the Bill Due Date pendinga later filing of a dispute, but must pay ail, billed amounts for which it has notprovided a written notice of dispute en or p'rior to the Bill Due Date. If the billedParty disputes charges after the Bill Due Date and has not paid such charges,such charge's shall be 'subject to late payment charges. The withholding ofpayment for disputed amounts shall not absolve the billed Party of ongoing latepayment charges should the dispute be reselved in favor of the billed Party. BothCLEC and CenturyLink agree to expedite the investigation of ariy DisputedAmounts, premptly provide all documentation regarding the amount disputed thatis reasonably requested by the other Party, and work in goed faith in an effort to

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resolve and settle the dispute through informal means prior to escalating thebilling dispute pursuant to Section 16.2.3.

55.14.1

55.14.2

55.14.3

55.14.4

55.14.5

55.14.6

Payment of billed amoun'ts that are subsequently disputed orwhich become the subject of a request for adjustment shall notconstitute or be deemed to represent a waiver of a Party's right tosubmit a dispute or seek an adjustment of such Party's accountwith respect to such paid amounts, and the paying Party shall notbe required to designate any such payment as "conditional" or"under protest" in order to submit a dispute or seek a subsequentadjustment with respect to amounts which have previously beenpaid.

If a disputed charge is resolved in favor of the billed Party, theParties shall cooperate to ensure that the billing Party credits theinvoice of the billed Party for that portion of the Disputed Amountresolved in favor of the billed Party, together with any latepayment charges assessed and/or paid with respect thereto withinten (10) business days after the resolution of the billing dispute.

If a dispute is resolved in favor of the billing Party, the billed Partyshall pay the invoice for that portion of the Disputed Amountresolved in favor of the billing Party, together with any latepayment charges associated with the non-payment of thevalidated billing. Payment shall be due no later than the next BillDue Date after the resolution of the billing dispute.

If the Parties cannot resolve the dispute within ninety (90) Days ofthe written notice of dispute, either Party may give written notice tothe other Party exercising the right to escalate the disputepursuant to Section 16.2.3. For purposes of this Section, non-resolution occurs when neither Party agrees whether the billing isincorrect or correct; i.e., when the billing Party has issued neithera correction nor a denial.

If the Parties cannot resolve the dispute within ninety (90) Days ofthe billed Party providing written notice to the billing Party of suchDisputed Amounts, and if the Billed Party does not provide writtennotice of escalation of the dispute within such timeframe, the billedParty waives its alleged entitlement to and/or right to withholdsuch Disputed Amount and all withheld amounts, includingaccumulated late payment charges for the billed amounts,becomes immediately due.

Notwithstanding Sections 55.14.4 and 55.14.5, if the billing Partyprovides written notice to the billed Party that a billing dispute hasbeen denied, stating the grounds for such determination, then thebilled Party shall have thirty (30) Days in which to either pay thedisputed amounts or to give written notice to the other Partyexercising the right to escalate the dispute pursuant to Section16.2.3 Such notice may be accompanied by any additional,relevant materials submitted by the billed Party. If the billed Partyfails to give written notice exercising the right to escalate thedispute within the thirty (30) Days of the notice date of the written

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55.14.7

55.14.8

55.15 A billingbetweenprocess.

55.16 Effect of

55.16.1

55.16.2

denial of a dispute, the billed Party waives its alleged entitlementto and/or right to withhold such disputed amounts and all with'heldamounts, including accumulated late payment charges for thebilled amounts, become immediately due.

Failure by the billed Party to give wditten notice exercising the rightto escalate a dispute pursuant to Section 16.2.3 following a noticeof deniai under Section 55.14.6 shall also preclude the billed Partyfrom thereafter requesting an escalation of the same disputeunder Section 16.2.3.

Failure by the billed Party to make a timely response to a notice ofdenial under Section 55.14.6 shall result in lifting the suspensionof the payment due date for such disputed invoice, and thepossible assessment of late charges and suspension ortermination of service for non-payment of billed amount inaccordance with this Section 55.

dispute which has been resolved by a written settlement agreementthe Parties may not be resubmitted under the dispute resolution

Non-Payment

If the billed Party does not remit payment of all undisputedcharges including but not limited to any Late Payment Charges ormiscellaneous charges ("Unpaid Charges") on a bill by the BillDue Date, the billing Party will notify the other Party in writing, viaemail or certified mail, that in order to avoid disruption ordisconnection of the relevant or related services provided underthis Agreement, the non-paying Party must remit all UnpaidCharges to the billing Party within fifteen (15) Calendar Daysfollowing receipt of the billing Party's notice of Unpaid Charges.

Notwithstanding Section 55.16.1 above, if the billed Party does notp'ay a1I undisputed charges on a bill by the Bill Due Date, thebilling Party may at its option disconnect any and all relevant orrelated services provided under this Agreement on or after thethirtieth (30th) day following the Bill Due Date after providingwritten notification to the billed Party at least seven (7) BusinessDays prior to disconnection of the unpaid service(s). Suchnotification may be included in a notification to refuse to acceptadditional orders pursuant to Section 55.16.1 so long as theappropriate dates for each consequence are listed therein. If theservices are disconnected and the billed Party subsequently paysall such undisputed charges and desires to reconnect any suchdisconnected services, the billed Party shall pay the applica'blecharge set forth in this Agreement or in the applicable Tariff forreconnecting each service disconnected pursuant to thisparagraph. In case of such disconnection, all applicableundisputed charges, including termination charges, shall becomedue an'd payabfe. ff the biliing Party does not disconnect the billedParty's service(s) on the date specified in such notice, and thebilled Party's non-compliance continues, nothing contained herein

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55.16.3

66. AUDITS

shall preclude the billing Party from disconnecting all service(s) ofthe non-complying Party without further notice or from billing andcollecting the appropriate charges from the billed Party.Additionally, the billing Party may require a deposit or assuranceof payment (or additional deposit or assurance of payment) fromthe billed Party, pursuant to Section 44. In addition to otherremedies that may be available at law or equity, the billing Partyreserves the right to seek equitable relief, including injunctive reliefand specific performance.

Notwithstanding Sections 55.16.1 and 55.16.2 above, if the billingParty is forced to undertake collection efforts for undisputed,defaulted or post-termination amounts outstanding or for disputedamounts that have been resolved in the billing Party's favor, thebilled Party is liable for reimbursement to the billing Party for anyand all costs associated with the collection of such a debt,includir/g but not limited to collection agency fees and legal fees.

56.1

56.2

56.3

Each Party to this Agreement will be responsible for the accuracy and quality ofits data as submitted to the other Party involved. Subject to each Party'reasonable security requirements and except as may be otherwise specifica(lyprovided in this Agreement, either Party, at its own expense, may audit the otherParty's books, records and other documents directly related to bi(ling andinvoicing once in any twelve (12) month period for the purpose of evaluating theaccuracy of the other Party's billing and invoicing. "Audit" shall mean acomprehensive review of bills for services performed under this Agreement;"Examination" shall mean an inquiry into a specific element of or process relatedto bills for services performed under this Agreement. Either Party (the"Requesting Party) may perform one (1) Audit per twelve (12) month periodcommencing with the Effective Date, with the assistance of the other Party, whichwill not be unreasonably withheld. The Audit period will include no more than thepreceding twelve (12) month period as of the date of the Audit request. TheRequesting Party may perform Examinations, as it deems necessary, with theassistance of the other Party, which will not be unreasonably withheld.

Upon thirty (30) Days written notice by the Requesting Party to Audited Party,Requesting Party shall have the right through its authorized representative tomake an Audit, during normal business hours, of any records, accounts andprocesses which contain information bearing upon the billing and invoicing of theservices provided under this Agreement. Within the above-described thirty (30)Day period, the Parties shall reasonably agree upon the scope of the Audit orExamination, the documents and processes to be reviewed, and the time, placeand manner in which the Audit or Examination shall be performed. Audited Partyagrees to provide Audit or Examination support, including appropriate access toand use of Audited Party's facilities (e.g.: conference rooms, telephones,copying machines).

Each Party shall bear its own expenses in connection with the conduct of theAudit or Examination. The reasonable cost of special data extraction required bythe Requesting Party to conduct the Audit or Examination will be paid for by theRequesting Party. For purposes of this Section, a "Special Data Extraction" shall

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56.4

56.5

56.6

56.7

mean the creation of an output record or informational report (from existing datafiles) that is not created in the normal course of business. If any program isdeveloped to Requesting Party's specifications and at Requesting Party'expense, Requesting Party shatl specify at the time of request whether theprogram is to be retained by Audited Party for reuse for any subsequent Audit orExamination.

Adjustments based on the audit findings may be applied to the twelve (12) monthperiod included in the Audit. Adjustments, credits or payments shall be madeand any corrective action shall commence within thirty (30) Days from therequesting Party's receipt of the final audit report to compensate for any errors oromissions which are disclosed by such Audit or Examination and are agreed toby the Parties. Interest s'hall be calculated in accordance with Section 55.13above.

Neither such right to conduct an Examination and Audit nor the right to receivean adjustment shall be affected by any statement to the contrary appearing onchecks or otherwise, unless such statement expressly waiving such right appearsin writing, is signed by the authorized representative of the Party having suchright and is delivered to the other Party in a manner sanctioned by thisAgreement.

On thirty (30) Days'ritten notice, each Party must provide the other the abilityand opportunity to conduct an annual audit to ensure the proper routing andbilling of traffic. These audits may encompass all traffic or any subset type oftraffic at the initiator's option.

This Section shall survive expiration or termination of this Agreement for a periodof one (1) year after expiration or termination of this Agreement.

57. CENTURYLINK OSS INFORMATION

57.1

57.2

Subject to the provisions of this Agreement and Applicable Law, CLEC shall havea limited, revocable, non-transferable, non-exclusive right to use CenturyLinkOSS Information during the term of this Agreement, for CLEC's internal use forthe provision of Telecommunications Services to CLEC End Users in the State.

All CenturyLink OSS Information shall at all times remain the property ofCenturyLink. Except as expressly stated in this Article, CLEC shall acquire norights in or to any CenturyLink OSS Information. CenturyLink reserves all rightsnot express'ly granted herein.

57.2.1 CLEC shall treat CenturyLink OSS Information as ConfidentialInformation of CenturyLink pursuant to Section 13.

57.2.2 CLEC shall not have any right or license to grant sublicenses to otherpersons, or grant permission to other persons (except CLEC'semployees, agents or contractors, in accordance with Section 57.2.3belew), to access, use or disclose CenturyLink OSS Information, exceptas provided in Section 57.2.3 below.

57.2.3 CLEC's empioyees, agents and contractors may access, use anddisclose CenturyLink OSS Information only to the extent necessary forCLEC's access to, and use and disclosure of, CenturyLink OSSInformation permitted by this Article. Any access to, or use or disclosureof, CenturyLink OSS Information by GLEC's employees, agents or

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contractors, shall be subject to the provisions of this Agreement,including, but not limited to, Se'ction 13 and Sections 57.2.1 and 57.2.2above. GLEC shall ensure that its employees, agents, and contractorscomply with all provisions herein relating to access to and use ofCenturyLink OSS Information.

57.3 Unless sooner terminated or suspended in accordance with the Agreement orthis Article (including, but not limited to Sections 7, 55 and 57.7.1 below), CLEC'saccess te, and use of, CenturyLink OSS Information through CenturyLink OSSServices shall terminate upon the expiration or termination of the Agreement.

57.3.1 CenturyLink shall have the right (but not the obligation) to audit CLEC toascertain whether CI EC is complying with the requirements of ApplicableI aw and this Agreement with regard to CLEC's access to, and use anddisclosure of, CenturyLink OSS Information.

57.3.2 Without in any way limiting any other rights CenturyLink may have underthe Agreement or Applicable Law, CenturyLink shall have the right (butnot the obligation) to monitor CLEC's access to and use of CenturyLinkOSS Information, to ascertain whether CLEC is complying with therequirements of Applicable Law and this Agreement.

57.3.3 Information obtained by CenturyL!nk pursuant to this Section 57 shall betreated by CenturyLink as Confidential Information of CLEC pursuant toSection 13; provided that, CenturyLink shall have the right to use anddisclose information pursuant to this Article to enforce CenturyLink'srights under the Agreement or Applicab1e Law.

57.3.4 All CeftturyLink OSS Information received by CLEC shall be destroyed orreturned by CLEC to CenturyLink, upon expiration, suspension ortermination of the right to use such CenturyLink OSS Information.

57.3.5 All practices and procedures for access to and use of CenturyLink OSSincluding all access and user identification codes shall remain theproperty of CenturyLink.

57.4 The provisions of this Article shall be in addition to and not in derogation of anyprovisions of Applicable Law, including, but not limited to, 47 U.S.C. 17222, andare not intended to constitute a waiver by CenturyLink of any right with regard toprotection of the confidentiality of the information of CenturyLink or CenturyLinkEnd Users provided by Applicable Law.

57.5 CLEC understands that any OSS access to obtain CPNI that is made withoutprior customer permission to access the information or for CLEC to become thecustomer's service provider shall be both a violation of Applicable Law and amaterial breach of this agreement.

57.6 CenturyLink will provide CLEC with access to documentation and user manualsthat set forth the methods and procedures to utilize CenturyLink's OSS service.CLEC agrees that all documentation and manuals shall be used only for internaluse, for the purpose of training employees to utilize the capabilities efCenturyLink's OSS services in accordance with this Article and shall be deemed"Confidential Information" and subject to the terms, conditions and limitations setforth in this Article.

57.7 Liabilities And Remedies

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57.7.1 If CLEC or an employee, agent or contractor of CLEC, at any timebreaches a provision of this Section 57 and such breach continues afternotice thereof from CenturyLink, then, except as otherwise required byApplicable Law, CenturyLink shall have the right, upon notice to CLEC, tosuspend or terminate the right to use CenturyLink OSS services grantedby Section 57.1 above and/er the provision of CenturyLink OSS services,in whole or in part.

57.7.2 CLEC agrees that CenturyLink would be irreparably injured by a breachof this Section 57 by OLEC or the employees, agents or contractors ofCLEC, and that CenturyLink shall be entitled. to seek equitable relief,including. injunctive relief and specific performance, in the event of anysuch breach. Such remedies, and the remedies set forth in Section57.7.1, shall not be deemed to be the exclusive remedies for any suchbreach, but shall be in addition to any other remedies availat&le under thisAgreement or at law or in equity.

57.7.3 Any breach of any provision of this Section 57 by any employee, agent, orcontractor of CLEC shall be deemed a breach by CLEC.

57.8 Cooperation

57.8.1 CLEC, at CLEC's expense, shall reasonably cooperate with CenturyLinkin using CenturyLink OSS Services. Such cooperation shall include, butnot be limited to, the following:

57.8.2 CLEC shall reasona'bly cooperate with CenturyLirtk in submitting ordersfor CenturyLin'k Telecommunications Services and otherwise using, theCenturyLink OSS Services, irr order to avoid exceeding the capacity orcapabilities of such CenturyLink OSS Services.

57.8.3 Upon CenturyLink's request, CLEC shall participate in reasonablecooperative testing of CenturyLink OSS Services and shall providereasonable assistance to CenturyLink in identifying and correctingmistakes, omissions, interruptions„d'clays, errors, defects, faults, failures,or other deficiencies„ in CenturyLink OSS Services.

57.9 Future Enhancements To CenturyLinkOSS Facilities

57.9.1 Subject to 'the requirements of Applicable Law, the specific OSS and OSSaccess method(s) offered will be determined by CenturyLink and may bechanged by CenturyLirtk witho'ut the consent of CLEC.

57.S.2 lf CenturyLink makes enhancements to the existing OSS, the Partiesagree that to the extent practicable, CLEC will use the enhanc'ed OSSand specified OSS access method(s). CenturyLink may at its optiondiscontinue any QSS or OSS access method that an enhancement hasbeen designed to replace.

58. PROVISION OF USAGE DATA

58.1 Recorded Usage Data includes, but is not limited to, the following categories efinformation:

58.1.1 Use of CLASS/LASS/Custom Calling Features that CenturyLink recordsand bills for its End Users on a per usage basis.

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58.1.2 Calls to Directory Assistance where CenturyLink provides such service toa CLEC End User.

58.1.3 Calls completed via 'CenturyLink provided Operator Services whereCenturyLink provides such service to CLEC's local service End User andwhere CenturyLink records such usage for its End Users using IndustryStandard Telcordia EMI billing records.

58.1.4 Access records related to long distance calling.

M.1,5 CenturyLink -provided Centrex Service, station level detail.

58.2 This Section sets forth the terms and conditions for CenturyLink's provision ofRecorded Usage Data for information exchange regarding long distance andaccess billing. To the extent technically feasible, each Party shall record all calldetail information associated with completed long distance and access callsoriginated by or terminated by such Party, and long distance calls transitedthrough such Party's network to the terminating provider to the same extent thatsuch Party records such data for its End Users and records for billing ofInterexchange carriers. These records shall be provided at a Party's request andshall be formatted pursuant to Telcordia's EMI standards and the terms andconditions of this Agreement. The procedures and limitatiens governing billmedia, including the availability of secondary media, which are used to transmitthe records, and Bill Media Request Forms, are set forth in CenturyLink's Bill

Media Guide. These records shall be transmitted to the other Party on non-holiday Business Days. CenturyLink and GLEC agree that they shall retain, ateach Party's sole expense, copies of all EMI records transmitted to the otherParty for at least forty-five (45) Days after transmission to the other Party.

58.3 Except as stated in the preceding Section, subject to the requirements ofApplicable Law, the manner in which, and the frequency with which, CLECUsage information will be provided to CLEC shall be determined by CenturyLink.

58.4 General Procedures

58.4.1 CenturyLink shall maintain a machine readable back-up copy of themessage detail provided to CLEC for a minimum of forty-five (45) Days.During the forty-five (45) Day period, CenturyLink shall provide any databack-up to CLEC upon the request of CLEC. If the forty-five (45) Dayperiod has expired, CenturyLink may provide the data back-up at CLEC'sexpense.

584.2 CenturyLink shall provide to CLEC, Recorded Usage Data for CLEC EndUsers. CenturyLink shall not submit other CLEC loca'I usage data as partof the CLEC Recorded Usage Data.

58.4.3 CenturyLink shall not bill directly to CLEC End Users any recurding ornon-recurring charges for CLEC's services to the End User except whereexplicitly permitted to do so within a written agreement betweenCenturyLink and CLEC.

58.4.4 CenturyLink shall provide Recorded Usage Data to CLEC billing locationsas agreed to by the Parties.

58.4.5 CenturyLink shall bill and CLEC shall pay the charges for RecordedUsage Data. Billing and payment shall be in accordance with theapplicable terms and conditions set forth herein.

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58.5 Charges

58.5.1 Access services, inciuding revenues associated therewith, provided inconnection with the resale of services hereunder shall be theresponsibility of CenturyLink and CenturyLink shall directly bill andreceive payment on its own behalf from an IXC for access related tointerexchange calls generated by resold or rebranded customers.

58.5.2 CenturyLink will deliver one monthly statement for Usage Data BillingServices in the medium selected by CLEC in the start-up process.

a. Invoices will be provided in a standard Cardier Access Billingformat or other such format as CenturyLink may determine;

b. Where local usage charges apply and message detail is createdto support available services, CLEC will pay CenturyLink forproviding such call detail;

c. The Parties wiii work cooperatively to exchange information tofacilitate the billing of Incollect/Outcollect and inter/intra-regionalternateiy billed messages. CenturyLink shall settle with CLEC forboth intra-region and inter-region billing exchanges of calling card,bill-to-third party, and collect calls under separately negotiatedsettlement arrangements.

d. CenturyLink shall bill for message provisioning and the provisionof usage records.

58.6 Other Billed Charges. CLEC is responsible for all charges incurred by Cl EC'sEnd Users.

58.7 Lost Data

58.7.1 Loss of Recorded Usage Data. CLEC Recorded Usage Data determinedto have been lost, damaged or destroyed as a result of an error oromission by Centuryl ink in its performance of the recording function shallbe recovered by CenturyLink at no charge to CLEC. In the event the datacannot be recovered by CenturyLink, CenturyLink shall estimate themessages and associated revenue, with assistance from CLEC, basedupon the method described below. This method shall be applied on aconsistent basis, subject to modifications agreed to by CenturyLink andCLEC. This estimate shall be used to adjust amounts CLEC owesCenturyLink for services CentuiyLink provides in conjunction with theprovision of Recorded Usage Data.

58.7.2 Partial Loss. CenturyLink shall review its daily controls to determine if

data has been lost. When there has been a partia'I loss, actual messageand minute volumes shall be reported, if possible through recovery asdis'cussed in this Section. Where actual data are not available, a full dayshall be estimated for the recording entity, as outlined in the followingparagraphs. The amount of the partial loss is then determined bysubtracting the data actuaily recorded for such day from the estimatedtotal for such day.

58.7.3 Complete Loss. When Centuryl ink is unable to recover data asdiscussed in this Section, estimated message and minute volumes foreach loss consisting of an entire AMA tape or entire data volume due to

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its loss prior to or during,processing, lost after receipt, demagnetizedbefore processing, receipt of a blank or unreadable tape, or lost for othercauses, shall be reported.

58.7.4 Estimated Volumes. From message and minute volume reports for theentity experiencing the loss, CenturyLink shall secure message/minutecounts for the four (4) corresponding days of the weeks preceding that inwhich the loss occurred and compute an average of these volumes.CenturyLink shall apply the appropriate average revenue per message(ARPM) agreed to by CLEC and CenturyLink to the estimated messagevolume for messages for which usage charges apply to the subscriber toarrive at the estimated lost revenue.

58.7.5 lf the day of loss is not a holiday but one (1) or more of the precedingcorresponding days is a holiday, Centuryiink shail use additionalpreceding weeks in order to procure volumes for two (2) non-holidays inthe previous two (2) weeks that correspond to the day of the week that isthe day of the loss.

58.7.8 If the loss occurs on a weekday that is a holiday (except Christmas andMother's Day), CentuiyLink shall use volumes from the two (2) precedingSundays.

58.7.7 If the loss occurs on Mother's Day or Christmas Day, CenturyLink shalluse volumes from that day in the preceding year multiplied by a growthfactor derived from an average of CLEC's most recent three (3) monthmessage volume growth. If a previous year's message volumes are notavailab1e, a settlement shall be negotiated.

58,8 Testing, Changes and Controls

58.8.1 The Recorded Usage Data format, content, and transmission processshall be tested as agreed upon by GLEC and CenturyLink.

58.8.2 Control procedures for all usage transferred between CenturyLink andCLEC shall be available for periodic review and CLEC must be identifiedand jointly resolved as they occur. The resolution may include changesto control procedures, so similar problems woul'd be avoided in the future.Any changes to control procedures would need to be mutually agreedupon by CLEC and CenturyLink.

58.9 CLEC Requested Changes

58.9.1 CLEC may submit a request to negotiate and pay for changes in thecontent and format of the usage data transmitted by CenturyLink.

58.9.2 When the negotiated changes are to be implemented, CI EC and/orCenturyLink shall arrange for testing of the modified data.

58.10 Rejected Recorded Usage Data

58.10.1 Upon agreement between CLEC and CenturyLink, messages thatcannot be,rated and/or billed by CLEC may be returned toCenturyLink in their original fotrnat.

58.10.2 CenturyLink may correct and resubmit to CLEC any messagesreturned to CenturyLink. CenturyLink wil! not be liable for anyrecords determined by CenturyLink to be billable to a CLEC End

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User. CLEC wi1l not return a message that has been correctedand resubmitted by CenturyLink. CenturyLink will only assumeliability for errors and unguideables caused by CenturyLink.

58.10.3 All practices and procedures for access to and use of CenturyLinkOSS including all access and user identification codes shallremain the property of CenturyLink.

58.11 Data Validation Files

58.11.1 Upon request, CenturyLink will provide CLEC with any of thefollowing Data Validation Files at the rates identified in Table 1, AtCenturyLink's option, the files will be provided via downloadable,email, or other electronic format:

MSAG (Master Street Address Guide)

Feature/Service Availability by Switch

Directory Names

Class of Service Codes

e. Community Names

f. Yellow Page Headings

g. PIC/LPIC (InterLATA/IntraLATA)

58.11.2 CLEC may obtain a Data Validation File not more than once perquarter.

58.12 Usage Recording for Resold Services

58.12.1 CenturyLink shall record all usage originating from CLEC EndUsers using resold services ordered by CLEC, where CenturyLinkrecords those same services for CenturyLink End Users.

59. CENTURYLINK ACCESS TO INFORMATION RELATED TO CLEC CUSTOIIERS

59.1 CenturyLink shall have the right to access, use and disclose information relatedto CLEC End Users that is in CenturyLink's possession (including, but not limitedto, in CenturyLink OSS) to the extent such access, use and/or disclosure isrequired by law or is necessary to enforce CenturyLink's rights under ApplicableLaw and this Agreement, or is authorized by the CLEC in the manner required byApplicab1e Law.

59.2 Upon request by CenturyLink, CLEC shel! negotiate in good faith and enter into acontract with CenturyLink, pursuant to which CenturyLink may obtain access toCLEC's Operations Support Systems (including, systems for pre-ordering,ordering, provisioning, maintenance and repair, and billing) and informationcontained in such systems at terms no less favorable than Centuryl ink providesto CLEC, to permit CenturyLink to obtain information related to CLEC End Users(as authorized by the applicable CLEC). to permit End Users to transfer servicefrom one Telecommunications Carrier to another, and for such other purposes asmay be permitted by Applicable Law,

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60. NETWORK MANAGEMENT

60.1

60.2

60.3

60.4

60.5

60.6

60.7

CLEC and CenturyLink will exchange appropriate information (e.g., networkinformation, maintenance contact numbers, escalation procedures, andinformation required to comply with requirements of law enforcement andnational security agencies) for network management purposes. In addition, theParties will apply sound network management principles to alleviate or to preventtraffic congestion and to minimize fraud associated'ith third number billed calls,calling card calls, and other services related to this Agreement.

The Parties will employ characteristics and methods of operation that will notinterfere with or impair the Parties'etworks, or the network of any third partiesor affiliated companies, connected with or involved directly in the network orfacilities of CenturyLink.

CLEC shall not interfere with or impair service over any circuits, facilities orequipment of CenturyLink, its affiliated companies, or its connecting andconcurring carriers.

If CLEC causes any impairment or interference, CenturyLink shall promptly notifyCLEC of the nature and location of the problem and that, unless promptlyrectified, a temporary discontinuance of the use of any circuit, facility orequipment may be required. The Parties agree to work together to attempt topromptly resolve the impairment or interference. If CLEC is unable to promptlyremedy, then CenturyLink may, at its option, temporarily discontinue the use ofthe affected circuit, facility or equipment until the impairment is remedied.

Any violation of Applicable Law or regulation regarding the invasion of privacy ofany communications carried over CenturyLink's facilities, or that creates hazardsto the employees of CenturyLink or to the public, is also considered animpairment of service.

CenturyLink shall give advanced notice to CLEC of all non-scheduledmaintenance or other planned network activities to be performed by CenturyLinkon any Network Element, including any hardware, equipment, software, orsystem, providing service functionality of which CLEC has advised CenturyLlnkmay potentially impact CLEC End Users.

The Parties shall provide notice of network changes and upgrades in accordancewith 47 C.F.R. H51.325 through 51.335. CenturyLink may discontinue anyInterconnection arrangement, Telecommunications Service, or Network Elementprovided or required hereunder due to network changes or upgrades afterproviding CLEC notice as required by this Section and if such discontinuance isauthorized and permitted under Applicable Law, if such authorization and/orpermission is necessary. CenturyLink agrees to cooperate with CLEC and/or theappropriate regulatory body in any transition resulting from such discontinuationof service and to minimize the impact to customers which may result from suchdiscontinuance of service.

61. MAINTENANCE AND REPAIR

61.1 In the event of an outage or trouble in any service being provided by CenturyLinkhereunder, CLEC will follow CenturyLink's standard procedures for isolating andclearing the outage or trouble. Before submitting a repair request to CenturyLink,

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61.2

61.3

61.4

61.5

61.6

CLEC will isolate trouble to the CenturyLink network and must submit test resultsindicating the location of the trouble when submitting the repair request.

CenturyLink shall provide repair, maintenance and testing for all resoldTelecommunications Services and such UNEs that CenturyLink is able to test, inaccordance with the terms and conditions of this Agreement.

During the term of this Agreement, CenturyLink shall provide necessarymaintenance business process support as well as those technical and systemsinterfaces at Parity. CenturyLink shall provide CLEC with maintenance supportat Parity.

61.3.1 For purposes of service restoral, CenturyLink shall designate a Cl ECaccess line as an Essential Service Line (ESL) at Parity withCenturyLink's treatment of its own End Users and applicable State law orregulation, if any.

CenturyLink shall provide CLEC maintenance dispatch personnel on the sameschedule that it provides its own subscribers.

All CenturyLink employees or contractors who perform repair service for CLECEnd Users shall follow CenturyLink standard procedures in all theircommunications with CLEC End Users. These procedures and protocols shallensure that.

61.5.1 CenturyLink employees or contractors shall perform repair service that isequal in quality to that provided to CenturyLink End Users; and

61.5.2 Trouble calls from CLEC shall receive response time priority that is equalto that of CenturyLink End Users and shall be handled on a "first comefirst served" basis regardless of whether the End User is a CLEC EndUser or a CenturyLink End User.

On all misdirected calls from CLEC End Users requesting repair, CenturyLinkshall provide such CLEC End User with the correct CI.EC repair telephonenumber as such number is provided to Centurybink by CLEC. If CenturyLinkinitiates trouble handling procedures, it will bear all costs associated with thatactivity. If CLEC requests the trouble dispatch, and either there is no troublefound, or the trouble is determined to be beyond the End User DemarcationPoint, then CLEC will bear the cost.

62. EXPENSES

62.1 In performing under this Agreement, if CLEC makes a request not alreadyprovided for in this Agreement, CenturyLink may be required to makeexpenditures or otherwise incur costs that are not otherwise reimbursed underthis Agreement. In such event, CenturyLink is entitled to reimbursement fromCLEC for all such reasonable and necessary costs to the extent pre-approved byCLEC. For all such costs and expenses, CenturyLink shall receive throughnonrecurring charges (NRCs) the actual costs and expenses incurred, includinglabor costs and expenses, overhead and fixed charges, and may indude areasonable contribution to CenturyLink's common costs. If CLEC makes arequest that involves expenditures or costs not otherwise covered under thisAgreement, CenturyLink will provide a quote to OLEC in a timely manner and ifafter receipt of the quote CLEC desires to proceed, CLEC must agree in writingto accept the quoted charges prior to CenturyLink's initiation of work.

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62.2 Except as specifically set out in this Agreement, each Party shall be solelyresponsible for its ovvn expenses involved in all activities related to the subject ofthis Agreement.

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