Common use of Effective Date Term and Termination Clause in Contracts

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through March 31st, 2006 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing sixty (60) days written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereofParty. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCWWTC, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARALLTEL, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through July 31st, 2006 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing sixty (60) days written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereofParty. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCTCI, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARALLTEL, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisJuly 01, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This 6.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 6.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisAugust 18, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect until replaced by on and after the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days expiration of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be Term until terminated by either Party pursuant to Section 6.3 or 6.4. 6.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 6.3 shall take effect immediately upon not less than thirty (30) days’ delivery of written notice to the other Party for failure that it failed to pay undisputed amounts on the dates cure such nonperformance or at times specified for the facilities and services furnished breach within forty-five (45) calendar days after written notice thereof. 6.4 If pursuant to Section 6.2, this Agreement. 8.6 Either Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement in whole or in part in the event of a default by after delivering written notice to the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined its intention to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under terminate this Agreement, or the violation of any of the material terms subject to Sections 6.5 and conditions of this Agreement6.

Effective Date Term and Termination. 8.1 This 4.1 In AT&T-13STATE, with the exception of AT&T-OHIO, the effective date of this Agreement (the “Effective Date”) shall become be ten (10) days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T-OHIO, based on PUC-OH rule, the Agreement is effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 4.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a yearAugust 17, 2009 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-to-year basis. The Agreement may be terminated by either party at eighty (180) days prior to the end expiration of the initial term (or any renewal term) by providing written notice of termination Term, to the other Party at least sixty (60) days in advance to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Actwritten notice, this Agreement shall remain in full force and effect until replaced by on and after the successor agreement. In expiration of the Term, subject to the provisions of this Section. 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the parties have been unable other Party (1) fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) daysdays after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) days after such written notice, initiate arbitration the noticing Party may thereafter terminate this Agreement immediately upon delivery of a successor agreement with the Commission written termination notice. 4.4 If pursuant to Section 252(b) 4.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 8.3 4.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 4.2, 4.3 or 4.4: (a) each 4.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 35, “Survival of Obligations”; and (b) each 4.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement, subject to Section 6, “Dispute Resolution”. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 (a) This Agreement shall become effective upon execution by the Parties. 8.2 The as of November 22, 2006, and shall continue for an initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis24 months. The Agreement may be terminated by either party at At the end of the initial term (or any term, this Agreement will renew for successive one year renewal term) terms, unless cancelled in writing by providing written notice of termination to the other Party either party without cause at least sixty (60) 120 days in advance of before the expiration end of the initial term or any renewal term thereofterm. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this This Agreement may be terminated by Brink’s as specified in Exhibit C(g). This Agreement supersedes any and all prior agreements between the parties. (b) In the event that either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to party commits a Default under this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies party shall give written notice of the Default to the defaulting Party in writing specifying the nature of the alleged default and that party. If the defaulting Party party does not cure the alleged such default within thirty (30) calendar seven business days, or if there is a subsequent Default of the same nature within a 6-month period of each other, then the non-defaulting party shall have the right to terminate this Agreement by giving ten days of receipt of written notice thereofnotice. Default is defined With respect to include: (a) A Party’s insolvency UPG, the term “Default” means a failure to meet a material shipping or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations warehousing obligation under this Agreement. With respect to Brink’s, the term “Default” means a failure to meet a material payment obligation under this Agreement. With respect to both parties, an occurrence shall not be considered a Default if it is caused by an event or condition beyond the violation party’s reasonable control, including Acts of God, war and terrorist attacks or threats. Provided, however, upon early termination, Brink’s will purchase from UPG any and all remaining inventory procured by UPG pursuant to this Agreement (including inventory in transit) and pay any applicable cancellation fees of the material terms manufacturer. By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SVP and conditions CFO Date: By: By: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ President & CEO VP Business Development & Marketing Date: Date: As stated in Section 1 of this Agreement, Brink’s may purchase from UPG the UPG 1245 (12v-4.5AH) battery and the 3-Prong 16.5V -40Va transformer (“UPG Products”) at the prices listed in Exhibit C in the quantities determined by Brink’s. The purchase of such batteries and transformers is subject to the following additional terms and conditions. 1. U.L.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution 30 days following State Commission approval of this Agreement unless the parties decide, by the Partiesmutual agreement, to an earlier effective date. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) , either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (60) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC▇▇▇▇▇▇▇▇▇▇▇, authority involves the provision of local exchange or exchange access services. For CINGULARNEXTEL PARTNERS, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 7.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall expire on May 2, 2007, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on a year-to-year basisMay 1, 2008 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 252(b) 7.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 8.3 7.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 7.2, 7.3 or 7.4: (a) each 7.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42, Scope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; (c) each 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive termination or expiration of this Agreementsurvive. 8.4 The interconnection arrangements 7.6 If either Party serves notice of expiration pursuant to this Agreement including the provision of services Section 7.2 or facilities Section 7.4, CLEC shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.have ten

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through May 31, 2006 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.written 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination Termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant pursua nt to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCCCI, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARALLTEL, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party Party, provided however, that the non-defaulting Party notifies the defaulting default ing Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCHTC, authority involves the provision of local exchange or exchange access services. For CINGULARACC OF KENTUCKY, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisMay 9, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by ten (10) days following State Commission approval of this Agreement. When the PartiesAgreement becomes effective, the provisions contained in Section 2.0 of this Agreement shall apply with respect to the interpretation and construction of this Agreement and its ongoing relation to other references, including subsequent tariffs. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) , either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (60) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a1) each Party shall comply immediately with its obligations set forth above; (b2) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c3) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide provides services. For MRTCDuo County Telephone Cooperative, authority involves the provision of local exchange or exchange access services. For CINGULARBluegrass Cellular, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ written days notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided provided, however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a1) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b2) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through June 30, 2009 and shall then automatically renew on a year-to-to- year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, by providing (i) until this Agreement shall remain in effect until has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five eighty (135180) calendar days following the date of the request to renegotiatetermination, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Actwhichever is earlier. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive sur vive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC▇▇▇▇▇▇▇, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARUSCC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party Party, provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 7.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall expire on June 16, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on a year-to-year basisJune 16, 2010 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it Page 34 of 419 failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 252(b) 7.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 8.3 7.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 7.2, 7.3 or 7.4: (a) each 7.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42, Scope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; (c) each 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive termination or expiration of this Agreementsurvive. 8.4 The interconnection arrangements 7.6 If either Party serves notice of expiration pursuant to this Agreement including the provision of services Section 7.2 or facilities Section 7.4, CLEC shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.have ten

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisJanuary 29, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution 30 days following State Commission approval of this Agreement unless the parties decide, by the Partiesmutual agreement, to an earlier effective date. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) , either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (60) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCBrandenburg, authority involves the provision of local exchange or exchange access services. For CINGULARSPRINT PCS, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or; (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement; or (c) Default as may be defined elsewhere in this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution 30 days following State Commission approval of this Agreement unless the parties decide, by the Partiesmutual agreement, to an earlier effective date. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) , either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (60) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements arrangement pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s 's authority to provide services. For MRTC▇▇▇▇▇▇▇▇▇▇▇, authority involves the provision of local exchange or exchange access services. For CINGULARWMCI, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ days written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s ' s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s 's refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through June 30, 2009 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, by providing (i) until this Agreement shall remain in effect until has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five eighty (135180) calendar days following the date of the request to renegotiatetermination, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Actwhichever is earlier. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCRGTC, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARUSCC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party Party, provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULARACC OF KENTUCKY, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through June 30, 2009 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, by providing (i) until this Agreement shall remain in effect until has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five eighty (135180) calendar days following the date of the request to renegotiatetermination, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Actwhichever is earlier. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCMATC, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARUSCC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisJune 4, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisNovember 18, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC-13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC- 13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true- up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC- 13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 7.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall expire on October 6, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on a year-to-year basisOctober 6, 2010 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 252(b) 7.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 8.3 7.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 7.2, 7.3 or 7.4: (a) each 7.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42, Scope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; (c) each 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive termination or expiration of this Agreementsurvive. 8.4 The interconnection arrangements 7.6 If either Party serves notice of expiration pursuant to this Agreement including the provision of services Section 7.2 or facilities Section 7.4, CLEC shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.have ten

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through March 9, 2006 and shall then automatically renew on a year-to-to- year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.be 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC▇▇▇▇▇▇, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARALLTEL, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party Party, provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become will be effective upon execution by both Parties subject to approval by the Parties. 8.2 Commission. The initial term of this Agreement shall be two (2) years from the effective date Effective Date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, provided and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by a new agreement, or (ii) for up to one year following the successor agreementdate of termination, whichever is earlier. In Notwithstanding the event foregoing, if there is arbitration or litigation concerning the parties have been unable to successfully negotiate development of a successor agreement within one hundred thirty five (135) days replacement arrangement at the end of the request to renegotiateone-year period discussed above, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with this Agreement shall be extended until the Commission pursuant to Section 252(b) conclusion of the Actarbitration or litigation. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCWWTC, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARACC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement.facilities 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through December 31, 2005 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect effect: (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during the term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCPCIS, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARSPRINT, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other non-paying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement.facilities 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through December 31, 2005 and shall then automatically renew on a year-to-to- year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCCCI, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARSPRINT, authority authorit y involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through December 31, 2012 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, by providing (i) until this Agreement shall remain in effect until has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five eighty (135180) calendar days following the date of the request to renegotiatetermination, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Actwhichever is earlier. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCPCTC, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARUSCC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisOctober 29, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive termination or expiration of this Agreementsurvive. 8.4 The interconnection arrangements 5.6 If either Party serves notice of expiration pursuant to this Agreement including the provision of services Section 5.2 or facilities Section 5.4, CLEC shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty have ten (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (3010) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC-13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC- 13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of written notice thereof. Default is defined to include:CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement5.7 The rates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true- up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or

Effective Date Term and Termination. 8.1 This Agreement is intended to replace a tariffed service arrangement between the Parties. The tariff arrangement remains in effect until this Agreement becomes effective. This Agreement shall become effective upon execution by 30 days following State Commission approval of this Agreement. On that date, the Partiesterms and conditions of this Agreement shall replace the terms and conditions of any tariff arrangement that may be in place between the Parties at that time. When this Agreement becomes effective, the provisions contained in Section 2.0 of this Agreement shall apply with respect to the interpretation and construction of the Agreement and its ongoing relation to other references, including subsequent tariffs. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) , either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (606) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s 's authority to provide services. For MRTC▇▇▇▇▇▇▇▇▇▇▇ Telephone Company, Inc., authority involves the provision of local exchange or exchange access services. For CINGULARCarrier, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ written days notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) a. A Party’s 's insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) b. A Party’s 's refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through May 31, 2006 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing sixty (60) days written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereofParty. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination Termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCITIZENS, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARALLTEL, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party Party, provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years is from the effective date Effective Date through August 31, 2016 and shall then automatically renew on a year-to-year month to month basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) term by providing written notice of termination to the other Party at least sixty one hundred eighty (60180) days in advance of prior to the expiration end of the initial term or any renewal term thereofterm. In the event such notice of termination is provided, provided and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by the successor agreement. In the event the parties have been unable a new agreement or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCAMERY, authority involves the provision of local exchange or exchange access servicesTelecommunications services as certificated by the Commission. For CINGULARVERIZON WIRELESS, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) calendar days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisApril 23, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become will be effective upon as of December 1, 2005, pending execution by both Parties and subject to approval by the Parties. 8.2 Commission. The initial term of this Agreement shall be two three (23) years from the effective date Effective Date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, provided and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by a new agreement, or (ii) for up to one year following the successor agreementdate of termination, whichever is earlier. In Notwithstanding the event foregoing, if there is arbitration or litigation concerning the parties have been unable to successfully negotiate development of a successor agreement within one hundred thirty five (135) days replacement arrangement at the end of the request to renegotiateone-year period discussed above, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with this Agreement shall be extended until the Commission pursuant to Section 252(b) conclusion of the Actarbitration or litigation. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, PCTC authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARACC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through April 30, 2006 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing (60) sixty days written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereofParty. In the event such notice of termination is provided, provided and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five eighty (135180) calendar days following the date of the request to renegotiatetermination, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Actwhichever is earlier. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations as set forth above;above in Section 8.1. (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement;. (c) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCMATC, authority involves the provision of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARALLTEL, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 Either 8.5 A Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through October 31, 2006 and shall then automatically renew on a year-to-to- year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.be 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCITIZENS, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARSPRINT, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisJune 27, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisMay 26, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCSCRTC, authority involves the provision of local exchange or exchange access services. For CINGULARBluegrass, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through December 31, 2005 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect effect: (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during the term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCMATC, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARSPRINT, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other non-paying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay the undisputed amounts within 30 days of the written notice. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become will be effective upon as of July 1, 2005 pending execution by both Parties subject to approval by the Parties. 8.2 Commission. The initial term of this Agreement shall be two (2) years from the effective date Effective Date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.sixty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCTCCC, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARACC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCTGTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisMay 21, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCNCTC, authority involves the provision of local exchange or exchange access services. For CINGULARBluegrass, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 7.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall expire on May 14, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on a year-to-year basisMay 14, 2010 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 252(b) 7.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 8.3 7.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 7.2, 7.3 or 7.4: (a) each 7.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42, Scope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; (c) each 7.5.3 Each Party's ’s confidentiality obligations shall survive; and 7.5.4 Each Party’s indemnification obligations shall survive termination or expiration of this Agreementsurvive. 8.4 The interconnection arrangements 7.6 If either Party serves notice of expiration pursuant to this Agreement including the provision of services Section 7.2 or facilities Section 7.4, CLEC shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.have ten

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisDecember 11, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC-13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC- 13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true- up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC- 13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisAugust 19, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement.‌ 5.9 If CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE in its, as applicable, notice of expiration or termination or the written confirmation required after receipt of the SBC-owned ILEC’s notice of expiration or termination, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC, authority involves the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in 5.10 In the event of a default by the other Party provided howevertermination of this Agreement pursuant to Section 5.9, that the non-defaulting Party notifies the defaulting Party SBC- 13STATE and CLEC shall cooperate in writing specifying the nature good faith to effect an orderly transition of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or the violation of any of the material terms and conditions termination date of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution by the Parties. 8.2 The initial term of this Agreement shall be two (2) years from the effective date Effective Date through December 31, 2005 and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect effect: (i) until this Agreement has been replaced by the successor a new agreement. In the event the parties have been unable , or (ii) for up to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Act.eighty 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during the term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC▇▇▇▇▇▇, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARSPRINT, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other non-paying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay the undisputed amounts within 30 days of the written notice. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become effective upon execution 30 days following State Commission approval of this Agreement unless the parties decide, by the Partiesmutual agreement, to an earlier effective date. 8.2 The initial term of this Agreement shall be two (2) years from the effective date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) , either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (60) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's indemnification obligations shall survive termination or expiration of this Agreement. 8.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC▇▇▇▇▇▇▇▇▇▇▇, authority involves the provision of local exchange or exchange access services. For CINGULARACC, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or; (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement; or (c) Default as may be defined elsewhere in this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become will be effective upon execution by both Parties subject to approval by the Parties. 8.2 Commission. The initial term of this Agreement shall be two (2) years from the effective date Effective Date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, provided and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by a new agreement, or (ii) for up to one year following the successor agreementdate of termination, whichever is earlier. In Notwithstanding the event foregoing, if there is arbitration or litigation concerning the parties have been unable to successfully negotiate development of a successor agreement within one hundred thirty five (135) days replacement arrangement at the end of the request to renegotiateone-year period discussed above, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with this Agreement shall be extended until the Commission pursuant to Section 252(b) conclusion of the Actarbitration or litigation. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCITIZENS, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARACC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement, and the nonpaying Party does not pay undisputed amounts within thirty (30) days of receipt of the written notice thereof. 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This Agreement shall become will be effective upon execution by both Parties subject to approval by the Parties. 8.2 Commission. The initial term of this Agreement shall be two (2) years from the effective date Effective Date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party Party at the end of the initial term (or any renewal term) by providing written notice of termination to the other Party at least sixty (60) days in advance of the expiration of the initial term or any renewal term thereof. In the event such notice of termination is provided, provided and either party Party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect (i) until this Agreement has been replaced by a new agreement, or (ii) for up to one year following the successor agreementdate of termination, whichever is earlier. In Notwithstanding the event foregoing, if there is arbitration or litigation concerning the parties have been unable to successfully negotiate development of a successor agreement within one hundred thirty five (135) days replacement arrangement at the end of the request to renegotiateone-year period discussed above, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with this Agreement shall be extended until the Commission pursuant to Section 252(b) conclusion of the Actarbitration or litigation. 8.3 8.2 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (cb) each Party's ’s indemnification obligations shall survive termination or expiration of this Agreement to the extent the claim arose during term of the Agreement. 8.4 8.3 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTCCCCI, authority involves the provision provisions of local exchange Exchange Service or exchange access servicesExchange Access Service. For CINGULARACC, authority involves the provision of CMRS services service under license from the Federal Communications Commission. 8.5 8.4 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ days written notice to the other nonpaying Party for failure to pay undisputed amounts on the dates or at the times specified for the facilities and services furnished pursuant to this Agreement.facilities 8.6 8.5 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting default Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisOctober 23, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro- active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 This 5.1 In SBC-13STATE, with the exception of AM-OH, the Effective Date of this Agreement shall become effective be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AM-OH, based on the PUC-OH, the Agreement is Effective upon execution filing and is deemed approved by operation of law on the Parties91st day after filing. 8.2 5.2 The initial term of this Agreement shall be two (2) years from commence upon the effective date Effective Date of this Agreement and shall then automatically renew expire on a year-to-year basisNovember 7, 2003 (the “Term”). The Agreement may be terminated Absent the receipt by either party at the end one Party of the initial term (or any renewal term) by providing written notice of termination to from the other Party at least sixty (60) within 180 calendar days in advance of prior to the expiration of the initial term or any renewal term thereof. In Term to the event effect that such notice of termination is provided, and either party requests in good faith Party does not intend to renegotiate a successor agreement under extend the provisions of the ActTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until replaced terminated by either Party pursuant to Section 5.3 or 5.4. 5.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the successor agreement. In provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the parties have been unable other Party fails to successfully negotiate perform a successor agreement material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twentyforty-five (2545) days, initiate arbitration calendar days after written notice thereof. Any termination of a successor agreement with this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the Commission other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 5.4 If pursuant to Section 252(b) 5.2, this Agreement continues in full force and effect after the expiration of the ActTerm, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 5.5 and 5.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 5.4 other than its obligations under Sections 5.5 and 5.6. 8.3 5.5 Upon termination or expiration of this Agreement in accordance with this SectionSections 5.2, 5.3 or 5.4: (a) each 5.5.1 Each Party shall continue to comply immediately with its obligations set forth above;in Section 42; and (b) each 5.5.2 Each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this AgreementAgreement or place any Disputed Amounts into an escrow account that complies with Section 8.4 hereof; (c) each 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive survive. 5.6 If either Party serves notice of expiration pursuant to Section 5.2 or Section 5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC-13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC- 13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 5.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor Agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true- up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC- 13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 8.4 The interconnection arrangements pursuant 5.9 If CLEC does not affirmatively state that it wishes to this Agreement including the provision pursue a successor agreement with SBC-13STATE in its, as applicable, notice of services or facilities shall immediately terminate upon the suspension, revocation expiration or termination by other means of either Party’s authority to provide services. For MRTC, authority involves or the provision of local exchange or exchange access services. For CINGULAR, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty (30) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature confirmation required after receipt of the alleged default and that SBC-owned ILEC’s notice of expiration or termination, then the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreementrates, or the violation of any of the material terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 8.1 9.1 This Agreement shall become effective upon execution 30 days following State Commission approval of this Agreement (the “Effective Date”) unless the Parties decide, by the Partiesmutual agreement, to an earlier Effective Date. 8.2 9.2 The initial term “Initial Term” of this Agreement shall be two (2) years from the effective date Effective Date and shall then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end Upon expiration of the initial term (or any renewal term) Initial Term, either Party may terminate this Agreement by providing written notice of termination to the other Party Party, with such written notice to be provided at least sixty (60) days in advance of the expiration date of the initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the provisions of the Act, this Agreement shall remain in effect until replaced by the successor agreement. In the event the parties have been unable to successfully negotiate a successor agreement within one hundred thirty five (135) days of the request to renegotiate, either party may, for a period of twenty-five (25) days, initiate arbitration of a successor agreement with the Commission pursuant to Section 252(b) of the Acttermination. 8.3 9.3 Upon termination or expiration of this Agreement in accordance with this Section: (a) each Party shall comply immediately with its obligations set forth above; (b) each Party shall promptly pay all undisputed amounts (including any late payment charges) owed under this Agreement; (c) each Party's ’s indemnification obligations shall survive termination or expiration of this AgreementAgreement for a period of time equal to any period set forth in an effective statute of limitations that would be applicable to the event that gives rise to an indemnification obligation. 8.4 9.4 The interconnection arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For MRTC▇▇▇▇▇▇▇▇▇▇▇, authority involves the provision of local exchange or exchange access services. For CINGULARPowertel, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 9.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party upon not less than thirty ten (3010) days’ written notice to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to this Agreement. 8.6 9.6 Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party provided Party; provided, however, that the non-defaulting Party notifies the defaulting Party in writing specifying the nature of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.