Common use of Effective Date Term and Termination Clause in Contracts

Effective Date Term and Termination. 20.1 This Agreement shall be effective (“Effective Date”) upon approval by the Commission 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. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 This 1.1 The effective date ("EFFECTIVE DATE") of this Agreement shall be effective (“Effective Date”) upon approval by the Commission 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 Actfirst above written. 20.2 1.2 The term of this Agreement shall commence upon ("TERM") commences on the Effective Date of this Date, and unless the Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until is terminated by either Party pursuant to Section 20.3 1.3 or 20.51.4, belowit shall continue in force until "Completion Date" (as defined in Section 3.2). 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party 1.3 Each 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 (effective immediately upon written notice) if the other Party fails to perform a material obligation or party materially breaches a material term any provision of this Agreement if such breach continues and the other Party fails to cure such material nonperformance or breach is not cured within forty-five (45) days [***] after written notice thereofthereof by the non-breaching party, including the nature of the breach upon which such notice is based. SVI may terminate this Agreement upon written notice to Customer if Customer fails to pay, within [***] of a Payment Date, any amount payable hereunder. SVI may suspend its performance of services under the terms of this Agreement pending receipt of such payment. Any such termination by SVI shall not affect SVI and Customer's respective rights with respect to any Deliverables and/or Professional Services delivered or performed and fully paid during the Term. 1.4 Customer may terminate this Agreement during the Term (a) upon written notice to SVI after [***] prior written notice, provided that Customer shall remain obligated to pay to SVI all amounts due SVI to such termination date (b) upon [***] written notice to SVI after a change of control (as defined in Section 13.1), or (c) on the occurrence of any of the following: (i) an assignment by SVI for the benefit of creditors; (ii) the appointment of a trustee or receiver for substantially all of SVI's assets; or (iii) to the extent termination is enforceable under the U.S. Bankruptcy Code, a proceeding in bankruptcy is instituted against SVI which is acquiesced in, is not dismissed within [***], or results in an adjudication of bankruptcy. 1.5 After expiration or termination of this Agreement pursuant for any reason, other than related to this Section 20.3Customer's breach, SVI shall promptly deliver any partially-created Deliverable that exists as of the expiration or termination date; provided that Customer pays SVI all amounts then due SVI. Upon delivery, such Deliverable shall be considered a "Deliverable" for all purposes hereunder. 1.6 Subject to each party's rights, remedies and pursuant defenses relating to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to any breach by the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Providedparty, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant Sections 1.5, 1.6, 6 (with respect to Section 20.2, above, this Agreement continues Deliverables delivered in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.61.5), below. Neither Party 9.1 (with respect to fees accrued prior to expiration or termination), 9.3, 12.2(a), 12.3-12.7, 14-33 shall have any liability to the other Party for survive expiration or termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth including the Revenue Sharing Term in Section 54, below; and (b17.1) each Party shall promptly pay all amounts (including for any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreementreason. 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.[***] = Confidential Treatment Requested

Effective Date Term and Termination. 20.1 8.1 This Agreement shall be effective as of May 1, 2006 (“the "Effective Date”") upon subject to execution by the Parties and pending approval by the Commission 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 ActCommission. 20.2 8.2 The initial term of this Agreement shall commence upon be two (2) years from the Effective Date of this Agreement effective date and shall expire May 28, 2004 then automatically renew on a year-to-year basis. The Agreement may be terminated by either party at the end of the initial term (the “Term”). Absent the receipt or any renewal term) by one Party of providing written notice from of termination to the other Party at least 180 calendar sixty (60) days prior to in advance of the expiration of the Term 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 effect that such Party does not intend to extend provisions of the Term of this AgreementAct, this Agreement shall remain in full force and effect on and after until replaced by the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, belowsuccessor agreement. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 8.3 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, aboveSection: (a) each Party shall continue to comply immediately with its obligations set forth in Section 54, below; andabove; (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and; (c) Each each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survivesurvive termination or expiration of this Agreement. 20.6 If 8.4 The 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 [LEC], authority involves the provision of local exchange or exchange access services. For ▇▇▇▇▇▇, 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 serves upon not less than thirty (30) days’ written notice of expiration 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 Section 20.2 this Agreement. 8.6 Either Party may terminate this Agreement in whole or Section 20.4in part in the event of a default by the other Party provided however, CLEC shall have twenty that the non-defaulting Party notifies the defaulting Party in writing of the alleged default and that the defaulting Party does not cure the alleged default within thirty (2030) calendar days of receipt of written notice thereof. Default is defined to provide SBC-13STATE written confirmation if CLEC wishes 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 pursue a successor agreement with SBC- 13STATE perform its obligations under this Agreement, 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 violation of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 any 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. 20.7 The rates, 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on October 9, 2004 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 October 9, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on July 19, 2004 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 July 18, 2008 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 18.1. This Agreement Contract shall be effective (“Effective Date”) upon come into effect on the date of approval noted on the approval certificate issued by the Commission 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 Actrelevant governmental authority. 20.2 18.2. The term of this Agreement Contract shall commence upon be fifty (50) years, commencing from the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration Establishment of the Term JVC. Upon expiry of the Joint Venture Term, the Parties may consult to each other and decide to apply for extension of the effect that such Party does not intend Joint Venture Term. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. If the Investing Parties unanimously agree to extend the Term of this AgreementJoint Venture Term, this Agreement shall remain in full force and effect on and after a resolution to that effect is adopted at a Board meeting, a written application shall be submitted to the expiration Examination and Approval Authority six (6) months prior to expiry of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, belowJoint Venture Term. The term shall be extended only upon approval of such application. The procedures for amendment of registration shall be carried out with the registration authority. 20.3 Except as specifically otherwise provided 18.3. If both Investing Parties consider it to be in Appendix Structured Accesstheir best interests to terminate the JVC, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party they may terminate this Agreement and the provision JVC early. In the case of any Interconnectionsuch early termination, Resale Services, Network Elements, functions, facilities, products or services provided pursuant a resolution to this Agreement, that effect shall be adopted by unanimous approval of all Directors in attendance 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3Board meeting, and pursuant such early termination shall be reported to Section 44 Billing the Examination and Payment Approval Authority for approval. 18.4. This Contract may be terminated prior to expiry if: (1) Party A or Party B becomes bankrupt, shutdown or is liquidated; or a major portion of Chargesits property connected with the JVC’s business is acquired, shall take effect immediately upon delivery arrested, appropriated or requisitioned by any third party; or such portion of its property has been taken over control by an appointed receiver. In each case above, the Party affected may terminate the Contract by giving written notice to the other Party that it failed to cure such nonperformance or breach within forty-five Party. Such termination shall take effect thirty (4530) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent the date next following date of receipt of the termination notice. (2) either Party from seeking relief of materially breaches any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination provision of this AgreementContract, notwithstanding in which case the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant other Party shall have the right to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement Contract within ninety (90) days after delivering following its discovery of the breach, provided that it gives the breaching Party not less than sixty (60) days’ advance written notice, and if the breaching Party cures such breach within the time limit for termination stipulated in the written notice, such notice of termination shall be deemed void; (3) either Party attempts or takes any step to transfer its equity held in the JVC in violation of any of the provisions set forth in this Contract; (4) part or all of the assets of the JVC are expropriated by governmental authorities for a long period of time; (5) any competent governmental authority requires any Party to revise any provisions of this Contract or impose any conditions or restrictions on the implementation of this Contract, causing material adverse consequences to the other Party JVC or any Parties’ benefits; (6) the JVC is unable to continue its business operations due to its inability to make up the accumulated losses or occurrence of irreparable serious damages to its intention to terminate assets; and [**] Certain information in this Agreement, subject to Section 20.5 document has been omitted and 20.6, below. Neither Party shall have any liability to filed separately with the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 Securities and 20.6, belowExchange Commission. 20.5 Upon termination (7) the JVC is rendered unable to continue its normal operation by an event or expiration its consequence of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations force majeure as set forth in Section 54, below; and 22.1 herein which continues in existence for over one hundred and eighty (b180) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survivedays. 20.6 18.5. If either Party serves has issued a notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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) requestContract, the Parties shall commence good faith negotiations on a successor agreementnegotiate and endeavour to eliminate the cause for termination within two (2) months from the date of the issuance of such notice. If, by the end of the two (2) month period, the Parties fail to reach an agreement to resolve the issues, the Board shall submit an application for early termination to the Examination and Approval Authority. In addition, the provisions set out in Section 18.6 below shall be applied. 20.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until 18.6. If the earlier of (i) the effective date of its successor agreement, whether such successor agreement Joint Venture Term is established via negotiation, arbitration or not extended pursuant to Section 252(i18.2 or the Parties fail to reach a negotiated solution after either Party has delivered a notice of early termination pursuant to Section 18.5, the JVC shall continue to operate only if a Party (the “Purchaser”) notify the other Party (the “Seller”) that it intends to acquire the Seller’s interests in the JVC (the “Acquisition Notice”), and acquisition of such interests shall be proceeded on the following terms and conditions: (1) the Parties shall negotiate a purchase price satisfactory to both Parties. If Party A and Party B fail to reach a mutually acceptable purchase price within one (1) month from the date of the Act; receipt of the Acquisition Notice, the purchase price shall be determined pursuant to (2) below; (2) Party A or Party B may each, within two (ii2) months from the date that is ten (10) months after of the date Acquisition Notice, appoint a PRC-qualified accounting firm or an assessor registered in China in writing to conduct a joint valuation on which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations are in progress or arbitration has been demanded provided, however, when a successor agreement becomes effective, the terms, rates JVC and charges notify the Purchaser of such successor agreement shall apply retroactively back appointment. The Party which fails to the date this Agreement appoint any accounting firm or assessor is terminated or expires, whichever is later, and that the retro-active true-up deemed to have waived its right of appointment. The joint valuation shall be completed within ninety one (901) calendar month from the date of appointment and shall be made based on the assumption that the JVC remains in business as a going concern. The purchase price shall be equal to the product of a) value of the JVC as determined based on the joint valuation multiplied by b)the percentage of registered capital held by the Seller at that time; (3) unless otherwise agreed in writing by both Parties, ten percent (10%) of the purchase price determined in accordance with (1) and (2) above of this Section shall be paid within seven (7) days following the effective date execution of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is laterrelevant contract, and that the retro-active true-up shall be completed within ninety forty percent (90) calendar days following the effective date of such successor Agreement. 20.8 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(i40%) of the Act purchase price shall be paid within three (3) months, and the balance shall be paid within six (6) months; (4) if Party B is the Seller, the purchase price shall be paid in US dollars or affirmatively state that CLEC Hong Kong Dollars, and the related matters shall be handled in accordance with the relevant PRC laws. (5) if Parties fail to reach an agreement on the purchase price pursuant to above provisions, or if the purchase price is agreed but the Seller does not wish to pursue a successor agreement receive [**] Certain information in this document has been omitted and filed separately with SBC-13STATE for a given statethe Securities and Exchange Commission. The rates, terms and conditions of this Agreement shall continue in the full force and effect until the later of: 1) the expiration amount 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)purchase price as stated above, the Parties shall, have no further obligations under this Agreement except those set forth in Section 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC JVC 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 Agreementliquidated in accordance with Chapter 19 herein.

Effective Date Term and Termination. 20.1 18.1. This Agreement Contract shall be effective (“Effective Date”) upon come into effect on the date of approval noted on the approval certificate issued by the Commission 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 Actrelevant governmental authority. 20.2 18.2. The term of this Agreement Contract shall commence upon be fifty (50) years, commencing from the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration Establishment of the Term JVC. Upon expiry of the Joint Venture Term, the Parties may consult to each other and decide to apply for extension of the effect that such Party does not intend Joint Venture Term. If the Investing Parties unanimously agree to extend the Term of this AgreementJoint Venture Term, this Agreement shall remain in full force and effect on and after a resolution to that effect is adopted at a Board meeting, a written application shall be submitted to the expiration Examination and Approval Authority six (6) months prior to expiry of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, belowJoint Venture Term. The term shall be extended only upon approval of such application. The procedures for amendment of registration shall be carried out with the registration authority. 20.3 Except as specifically otherwise provided 18.3. If both Investing Parties consider it to be in Appendix Structured Accesstheir best interests to terminate the JVC, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party they may terminate this Agreement and the provision JVC early. In the case of any Interconnectionsuch early termination, Resale Services, Network Elements, functions, facilities, products or services provided pursuant a resolution to this Agreement, that effect shall be adopted by unanimous approval of all Directors in attendance 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3Board meeting, and pursuant such early termination shall be reported to Section 44 Billing the Examination and Payment Approval Authority for approval. 18.4. This Contract may be terminated prior to expiry if: (1) Party A or Party B becomes bankrupt, shutdown or is liquidated; or a major portion of Chargesits property connected with the JVC’s business is acquired, shall take effect immediately upon delivery arrested, appropriated or requisitioned by any third party; or such portion of its property has been taken over control by an appointed receiver. In each case above, the Party affected may terminate the Contract by giving written notice to the other Party that it failed to cure such nonperformance or breach within forty-five Party. Such termination shall take effect thirty (4530) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent the date next following date of receipt of the termination notice. (2) either Party from seeking relief of materially breaches any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination provision of this AgreementContract, notwithstanding in which case the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant other Party shall have the right to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement Contract within ninety (90) days after delivering following its discovery of the breach, provided that it gives the breaching Party not less than sixty (60) days’ advance written notice, and if the breaching Party cures such breach within the time limit for termination stipulated in the written notice, such notice of termination shall be deemed void; (3) either Party attempts or takes any step to transfer its equity held in the JVC in violation of any of the provisions set forth in this Contract; (4) part or all of the assets of the JVC are expropriated by governmental authorities for a long period of time; (5) any competent governmental authority requires any Party to revise any provisions of this Contract or impose any conditions or restrictions on the implementation of this Contract, causing material adverse consequences to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have JVC or any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above:Parties’ benefits; (a6) each Party shall the JVC is unable to continue its business operations due to comply with its obligations inability to make up the accumulated losses or occurrence of irreparable serious damages to its assets; and (7) the JVC is rendered unable to continue its normal operation by an event or its consequence of force majeure as set forth in Section 54, below; and 22.1 herein which continues in existence for over one hundred and eighty (b180) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survivedays. 20.6 18.5. If either Party serves has issued a notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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) requestContract, the Parties shall commence good faith negotiations on a successor agreementnegotiate and endeavour to eliminate the cause for termination within two (2) months from the date of the issuance of such notice. If, by the end of the two (2) month period, the Parties fail to reach an agreement to resolve the issues, the Board shall submit an application for early termination to the Examination and Approval Authority. In addition, the provisions set out in Section 18.6 below shall be applied. 20.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until 18.6. If the earlier of (i) the effective date of its successor agreement, whether such successor agreement Joint Venture Term is established via negotiation, arbitration or not extended pursuant to Section 252(i18.2 or the Parties fail to reach a negotiated solution after either Party has delivered a notice of early termination pursuant to Section 18.5, the JVC shall continue to operate only if a Party (the “Purchaser”) notify the other Party (the “Seller”) that it intends to acquire the Seller’s interests in the JVC (the “Acquisition Notice”), and acquisition of such interests shall be proceeded on the following terms and conditions: (1) the Parties shall negotiate a purchase price satisfactory to both Parties. If Party A and Party B fail to reach a mutually acceptable purchase price within one (1) month from the date of the Act; receipt of the Acquisition Notice, the purchase price shall be determined pursuant to (2) below; (2) Party A or Party B may each, within two (ii2) months from the date that is ten (10) months after of the date Acquisition Notice, appoint a PRC-qualified accounting firm or an assessor registered in China in writing to conduct a joint valuation on which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations are in progress or arbitration has been demanded provided, however, when a successor agreement becomes effective, the terms, rates JVC and charges notify the Purchaser of such successor agreement shall apply retroactively back appointment. The Party which fails to the date this Agreement appoint any accounting firm or assessor is terminated or expires, whichever is later, and that the retro-active true-up deemed to have waived its right of appointment. The joint valuation shall be completed within ninety one (901) calendar month from the date of appointment and shall be made based on the assumption that the JVC remains in business as a going concern. The purchase price shall be equal to the product of a) value of the JVC as determined based on the joint valuation multiplied by b)the percentage of registered capital held by the Seller at that time; (3) unless otherwise agreed in writing by both Parties, ten percent (10%) of the purchase price determined in accordance with (1) and (2) above of this Section shall be paid within seven (7) days following the effective date execution of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is laterrelevant contract, and that the retro-active true-up shall be completed within ninety forty percent (90) calendar days following the effective date of such successor Agreement. 20.8 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(i40%) of the Act purchase price shall be paid within three (3) months, and the balance shall be paid within six (6) months; (4) if Party B is the Seller, the purchase price shall be paid in US dollars or affirmatively state that CLEC Hong Kong Dollars, and the related matters shall be handled in accordance with the relevant PRC laws. (5) if Parties fail to reach an agreement on the purchase price pursuant to above provisions, or if the purchase price is agreed but the Seller 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 receive the full force and effect until the later of: 1) the expiration amount 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)purchase price as stated above, the Parties shall, have no further obligations under this Agreement except those set forth in Section 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC JVC 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 Agreementliquidated in accordance with Chapter 19 herein.

Effective Date Term and Termination. 20.1 18.1. This Agreement Contract shall be effective (“Effective Date”) upon come into effect on the date of approval noted on the approval certificate issued by the Commission 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 Actrelevant governmental authority. 20.2 18.2. The term of this Agreement Contract shall commence upon be fifty (50) years, commencing from the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration Establishment of the Term JVC. Upon expiry of the Joint Venture Term, the Parties may consult to each other and decide to apply for extension of the effect that such Party does not intend Joint Venture Term. If the Investing Parties unanimously agree to extend the Term of this AgreementJoint Venture Term, this Agreement and a resolution to that effect is adopted at a Board meeting, a written application shall remain in full force and effect on and after be submitted to the expiration Approval Authority six (6) months prior to expiry of the Term until Joint Venture Term. The term shall be extended only upon approval of such application. The procedures for amendment of registration shall be carried out with the registration authority. 18.3. If both Investing Parties consider it to be in their best interests to terminate the JVC, they may terminate the JVC early. In case of early termination, a resolution to that effect shall be adopted by unanimous approval of all Directors in attendance at a Board meeting and such early termination shall be reported to the Approval Authority for approval. 18.4. This Contract may also be terminated by prior to expiry if: (1) either Party pursuant to Section 20.3 becomes bankrupt, shutdown or 20.5is liquidated; or a major portion of its property connected with its joint venture business is acquired, below. 20.3 Except as specifically otherwise provided in Appendix Structured Accessarrested, White Pagesappropriated or requisitioned by any third party; or such portion of its property has been taken over control by an appointed receiver. In each case above, Resale and UNE and notwithstanding any other provision of this Agreement, either the Party affected 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of Contract by giving written notice to the other Party that it failed to cure such nonperformance or breach within forty-five Party. Such termination shall take effect thirty (4530) calendar days after the date next following that on which the written notice thereof. Providedis received; (2) the JVC is unable to operate ordinarily because all or substantial part of the JVC’s assets have long been requisitioned by the government authorities; (3) any competent governmental authority requires any Party to revise any provisions of this Contract or impose any conditions or restrictions on the implementation of this Contract, however, that nothing contained causing material adverse consequences to the JVC or any Parties’ benefits; [**] Certain information in this paragraph document has been omitted and filed separately with the Securities and Exchange Commission. (4) the JVC is unable to continue its business operations due to its inability to make up the accumulated losses or the occurrence of irreparable serious damages to its assets; and (5) the JVC is rendered unable to continue its normal operation by an event or its consequence of Force Majeure as set forth in Section 22.1 herein which continues in existence for over one hundred and eighty (180) days. 18.5. If either Party issues a notice for the purpose of terminating the Contract with respect to the circumstances set forth in Section 18.4 above, the Parties shall negotiate and endeavor to eliminate the cause for termination within two (2) months from the date of the issuance of such notice. If, by the end of such twenty (20) days period, both Parties fail to agree on the solution to such issues, the Board of Directors shall submit an application to the Approval Authority for early termination. In addition, the provisions set out in Section 18.6 below shall be deemed applied. 18.6. the Parties fail to prevent reach a negotiated solution after either Party from seeking relief has delivered a notice of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any early termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.218.5, above, this Agreement continues in full force and effect after the expiration of JVC shall continue its operation only under the Term, either following circumstances if a Party may terminate this Agreement ninety (90the “Purchaser”) days after delivering written notice to notifies the other Party (the “Seller”) of its intention to terminate this Agreementacquire the equity of the JVC held by the Seller (the “Acquisition Notice”), subject and the acquisition of such interests shall be proceeded on the following terms and conditions: (1) both Parties shall negotiate a purchase price to their satisfaction. However, if Party A and Party B fail to reach a mutually acceptable purchase price within thirty (30) days from the date of receipt of the Acquisition Notice, the purchase price shall be determined pursuant to Section 20.5 (2) below; (2) Party A and 20.6Party B may each, belowwithin sixty (60) days from the date of the Acquisition Notice, appoint a PRC-qualified public accounting firm or an appraiser in writing to jointly conduct a valuation of the JVC and notify the Purchaser of such appointment. Neither The Party which fails to appoint an accounting firm or an appraiser shall have any liability be deemed as it has waived its right of the appointment. The joint valuation shall be completed with thirty (30) days from the date of appointment and shall be made based on the assumption that the JVC continues in business as a going concern. The purchase price shall be equal to the other Party for termination product of a) value of the JVC as determined based on the joint valuation multiplied by b)the percentage of registered capital held by the Seller at that time; [**] Certain information in this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 document has been omitted and 20.6, belowfiled separately with the Securities and Exchange Commission. 20.5 Upon termination or expiration (3) unless otherwise agreed in writing by both Parties, ten percent (10%) of this Agreement the purchase price determined in accordance with (1) and (2) above of this Section 20.2shall be paid within seven (7) days following the execution of the contract, 20.3 or 20.4, above:and another forty percent (40%) shall be paid within three (3) months and the balance shall be paid within six (6) months; (a4) each if Party B is the Seller, the purchase price shall continue to comply be paid in accordance with its obligations set forth in Section 54, belowthe relevant PRC Laws; and (b5) each if a Party does not accept the purchase price determined pursuant to the above provisions, or it has accepted such purchase price but the Seller does not receive the full payment of the same in accordance with the above provisions, the JVC shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survivebe liquidated pursuant to Section19 herein. 20.6 If either Party serves notice of expiration pursuant 18.7. Prior to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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 liquidation of the Act JVC, both Investing Parties shall continue the performance of their obligations and identify each exercise of their rights, and ensure the ordinary operation 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 agreementJVC. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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 Agreement19.1. In the event a successor agreement is not established via negotiation of the early termination of the Contract or arbitration ten (10) months after upon expiry of the date on which SBC-13STATE received CLEC’s Section 252(a)(1) requestJoint Venture Term, the parties agree Board of Directors shall appoint a liquidation committee which has the authority to continue to operate under represent the non-monetary terms JVC in all legal matters and conditions of this Agreement until such successor agreement is established; provided, however, that shall value and liquidate the rates JVC’s assets in accordance with the applicable PRC Laws 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 principles set out herein. 19.2. The liquidation committee shall be completed within ninety made up of six (906) calendar days following members, of which three (3) members shall be appointed by Party A and three (3) members shall be appointed by Party B. Members of the effective date liquidation committee may, but need not, be the Directors of the JVC. Either Party may also appoint professional advisors, such successor Agreementas accountants and lawyers qualified either in China or abroad, to assist the liquidation committee. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 20.8 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 19.3. The liquidation committee shall conduct a request to adopt a successor agreement under Section 252(i) thorough examination 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 JVC’s assets 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 expiredliabilities, on the earlier basis of (i) which it shall develop a liquidation plan which, if approved by the ninety-first (91st) calendar day following SBC-13STATE's receipt Board of CLEC's notice Directors, shall be executed under the liquidation committee’s supervision. 19.4. In developing and executing the liquidation plan, the liquidation committee shall hall use every effort to sell the JVC’s assets and business at the highest possible price in foreign exchange. Consideration shall be given to sale of withdrawal the JVC’s assets or business by public auction or by tender open to domestic and foreign bidders with a view towards obtaining prices at international market rates. If necessary, Renminbi shall be converted to foreign exchange in accordance with the relevant PRC Laws. Any expenses related to the conversion of Renminbi to foreign exchange shall be borne by Party B. 19.5. The liquidation expenses, including remuneration to members and advisors of the liquidation committee, shall be paid out of the JVC’s assets in priority to the claims of other creditors. 19.6. After the liquidation or division of the JVC’s assets and the settlement of all of its Section 252(a)(1) request or (ii) outstanding debts, the effective date balance of the agreement following approval JVC’s assets shall be paid to the Parties in proportion to their respective contribution to the registered capital of the JVC. The Party which has made its contribution to the JVC in foreign currency shall have the priority to be paid in foreign currency. 19.7. On completion of all liquidation procedures, the liquidation committee shall submit a final report approved by the Commission Board to the Approval Authority, and hand in the JVC’s Business License to the original registration authority and complete all other formalities for nullifying the JVC’s registration. Party B shall have the right to obtain copies of all of the adoption JVC’s accounting books and other documents but the originals thereto shall be left in the care of an agreement under 252(iParty A. 19.8. The JVC shall change the above name immediately to a name not including the word “▇▇▇▇▇▇▇▇▇ Whampoa(和记黄埔), ” and “Bai ▇▇▇ ▇▇▇▇(白云山)” or any name resembling in any manner the Parties shall, have no further obligations under this Agreement except those set forth name “▇▇▇▇▇▇▇▇▇ Whampoa(和记黄埔)”“ and “Bai ▇▇▇ ▇▇▇▇(白云山)” upon the expiry or termination of the JVC, 19.9. In any event as prescribed in Section 20.5 of this Agreement. 20.9 If CLEC does not affirmatively state 19.8, both Parties undertake that it wishes will never use the names, trademarks owned by the other Party or any resembling word to pursue a successor agreement with SBC-13STATE in its, as applicable, notice of expiration or termination or the written confirmation required after receipt trademarks and names of the SBC-owned ILEC’s notice of expiration other Party to continue or termination, then take over the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration business of the Term of JVC. The JVC and the Investing Parties agree to take actions necessary to fulfil this Agreement, or 2) undertaking. [**] Certain information in this document has been omitted and filed separately with 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 20.5 of this AgreementSecurities and Exchange Commission. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 9.1 This Agreement shall be effective (“Effective Date”) upon approval by the Commission 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. 20.2 The term of this Agreement shall commence upon on the Effective Date of and end on the date upon which the Agreement is terminated in accordance with this Agreement and shall expire May 28, 2004 Article 9 (the “Term”). Absent . 9.2 Each of Service Provider, on the one hand, and each Recipient, on the other hand, has the right to terminate this Agreement if the other Party is in material breach or is in material default of any obligation hereunder (i) which breach or default is incapable of being cured, upon written notice of such default by the non-defaulting Party, or (ii) which breach or default is capable of being cured and has not been cured within thirty (30) days after receipt by one Party of written notice from of such default by the non-defaulting Party (or such other cure period as the non-defaulting Party may authorize in writing). The Parties shall cooperate in good faith to cure any such breach within the time period provided in the immediately preceding sentence. Any termination in accordance with this Section 9.2 shall not require the initiation or completion of any legal proceeding or other formality. 9.3 Each of Service Provider, on the one hand, and each Recipient, on the other Party at least 180 calendar days prior hand, has the right to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed in the event such other Party (i) is or becomes insolvent, (ii) commences voluntary or involuntary bankruptcy, insolvency, moratorium or receivership proceedings or (iii) initiates the winding-up or dissolution of such Party. 9.4 Notwithstanding anything to cure the contrary in this Article 9, this Agreement or any individual Service listed in the Scope of Services may be terminated as between Service Provider and a Recipient (i) by mutual written consent of both Service Provider and such nonperformance or breach within forty-five Recipient, (45ii) calendar days after by Service Provider upon three (3) months prior written notice thereof. Providedto such Recipient, howeveror (iii) by such Recipient upon thirty (30) days prior written notice to Service Provider; provided, that nothing contained with respect to (iii) above only, to the extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Service Provider as a result of such termination, Service Provider shall use its commercially reasonable efforts to mitigate such costs and the OP shall bear such costs and reimburse Service Provider in full for the same. Notwithstanding anything to the contrary in this paragraph Article 9, and for the avoidance of doubt, the termination of this Agreement by one or more Recipients shall be deemed not affect the validity or enforceability of this Agreement (or the requirement to prevent either Party from seeking relief continue to provide the Services hereunder) with respect to Service Provider or any other Recipient that has not provided written notice or consent of any kind, including but not limited to a restraining order the termination of this Agreement. 9.5 Notwithstanding the expiration or injunctive relief, from any court or regulatory agency to prevent any early termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 upon any expiration or early termination of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force (i) all payments for the Services already performed by Service Provider or the Subcontractors as of such expiration or early termination shall be immediately due and effect after the expiration of the Term, either Party may terminate this Agreement ninety payable by Recipient and (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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(sii) 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. 20.7 The rates, terms and conditions following provisions of this Agreement shall continue in full force and effect survive until the earlier of (i) the effective date applicable statute of its successor agreementlimitations or their respective term as provided therein: Article 4, whether such successor agreement is established via negotiationArticle 5, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (Article 6, Article 7, this Article 9, Article 10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations are in progress or arbitration has been demanded provided, however, when a successor agreement becomes effective, the terms, rates Article 11 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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 AgreementArticle 12. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on May 282, 2004 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 May 1, 2008 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on October 6, 2004 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 October 6, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 8.1 This Agreement shall becomes effective on signing by both parties. 8.2 This Agreement has a fixed term until December 31st 2008. During this term neither party may terminate the Agreement without good cause. The agreement may be effective (“Effective Date”) upon approval terminated without good cause for the first time with effect on January 1st 2009 with a 3 months notice and in writing. Should the agreement not be terminated, it is automatically extended by one further year. In all subsequent years, the Commission under Section 252(e) notice period is 3 months to December 31st of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Actcurrent year. 20.2 8.3 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”)right to termination for good cause remains unaffected. Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph Good cause shall be deemed to prevent either Party from seeking relief of any kindexist in particular if a) insolvency, including but not limited to a restraining order composition or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration bankruptcy proceedings have been initiated against one of the Term, either Party may terminate this Agreement ninety (90Parties or the initiation of such proceedings has been refused due to lack of funds sufficient to cover the costs thereof; b) days after delivering written notice to a third party acquires direct or indirect control over one of the Parties and such acquisition adversely affects the interests of the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below.Party; 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant IBC ceases to Section 20.2 make payments or Section 20.4, CLEC shall have twenty (20) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement is in default 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 payment obligations under this Agreement except those set forth for more than 60 days despite a written reminder from ▇▇▇▇▇ and the appointment of an appropriate time limit as stated in Section 20.5 of this Agreement6.5.; 20.9 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 d) one 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 transfers rights and/or obligations under this Agreement except those set forth to third parties without the prior written consent of the other Party in Section 20.5 violation of this Agreement.Clause 13; 20.10 In e) the event Products do not fulfil the agreed specification which is proved by a reputable institute shown in 5.5. despite a written reminder from IBC and the appointment of termination an appropriate time limit; f) ▇▇▇▇▇ doesn’t fulfil the warranty-obligations of this Agreement pursuant despite a written reminder from IBC and the appointment of an appropriate time limit; g) ▇▇▇▇▇ ▇▇▇▇▇ without a written approval from IBC Products directly to Section 20.9, SBC- 13STATE and CLEC shall cooperate final users or installers (except for end-user or installer with a demand of above 3MWp/Year) or to customers for which IBC has explicit asked ▇▇▇▇▇ for a customer-protection under condition in good faith to effect an orderly transition of service under this Agreement; provided that CLEC 5.11. 8.4 Any termination shall be solely responsible (from a financial, operational and administrative standpoint) deemed to ensure that its End Users have been transitioned duly given only if made in writing, in the English language and if delivered to the following addresses: If to ▇▇▇▇▇, to: Changzhou ▇▇▇▇▇ Solar Energy Co., Ltd, No. 2 ▇▇▇ ▇▇▇▇ Yi Road, Electronics Park, New District, Changzhou, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ if to IBC to: ▇▇▇-▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; and if made in the following manner: (i) hand delivery against a new LEC receipt signed and dated by the expiration date addressee, (ii) registered mail with return receipt requested, or termination date of this Agreement(iii) courier.

Effective Date Term and Termination. 20.1 12.1 This Agreement shall be become effective on the date of the occurrence of the last of the following events (“the "Effective Date”"): (a) upon approval by the Commission 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. 20.2 The term of this Agreement shall commence upon have been executed by all the Effective Date of this Agreement and shall expire May 28, 2004 Parties; and (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party may terminate b) this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at transactions contemplated hereby shall have received the sole discretion requisite corporate approvals of the terminating Party New Shareholders; and shall remain in effect as to each individual or entity who is or becomes a party as long as such individual or entity funds shares in RHP; 12.2 This Agreement may be terminated at any time upon agreement of all persons or entitles who are Parties. The Parties expressly waive Article 1266 of the event that Indonesian Civil Code to the other Party fails extent necessary to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such material nonperformance or breach within forty-five (45) days after written notice thereof. Any effect termination of this Agreement pursuant as provided herein without judicial involvement. 12.3 Should one party (referred to in this Section 20.3Article 12.3 as the "Defaulting Shareholder"): (i) enter into any voluntary arrangements with creditors, appoint receivers or liquidators, become insolvent, file, or have filed against it a petition to be declared bankrupt or be the subject of a similar proceeding, which petition is not revoked, or lifted or denied by the court, within 60 (sixty) calendar days after the date such petition was filed; or (ii) breach any provision of this Agreement that has a material impact on RHP's ability to perform its business or which jeopardizes the rights of Parties not in breach as contemplated hereunder, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or which breach is not cured within forty-five 60 (45sixty) calendar days after written notice thereof. Providedto cure from any other party; or (iii) breach any material provision of any other agreement with RHP, howeverwhich breach is not cured within 60 (sixty) calendar days after written notice to cure from any other party; then, that nothing contained subject to applicable laws and regulations, the party(ies) who is (are) not so insolvent, in this paragraph bankruptcy proceedings, or in breach shall be deemed to prevent either Party from seeking relief of any kindentitled, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force at its (their) option and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering upon written notice to the other Party Defaulting Shareholder, to purchase (or cause its (their) lawful designee to purchase) on a pro rata basis the shares of its intention to terminate this Agreement, subject to Section 20.5 RHP held by the Defaulting Shareholder at a price and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 on terms and 20.6, below. 20.5 Upon termination or expiration of this Agreement conditions in accordance with this Section 20.2the provisions on transfer of shares set forth in the Articles of Association. In the event there is more than one party not insolvent, 20.3 in bankruptcy proceedings or 20.4in breach, abovesuch parties shall determine by vote whether to exercise the rights hereunder, with each such party being entitled to vote in accordance with the number of shares it owns. 12.4 The Parties further agree that: (a) each Party shall continue to comply with its obligations set forth if the Parties in Section 54, belowgood faith conclude that the continuation of RHP no longer will be feasible because of a deadlock in the Direksi or Dewan Komisaris; andor (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreementif legal or political reasons arise in the USA or in the Republic of Indonesia which have a material adverse financial effect on RHP; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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, then the Parties shall commence good faith negotiations on a successor agreement. 20.7 The rates, terms and conditions will discuss the means of this Agreement shall continue in full force and effect until winding up 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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) requestCompany. If the Term Parties are unable to agree within 90 (ninety) days as to the manner in which the assets of this Agreement has expiredRHP are to be distributed to the Parties, 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 then RHP shall be dissolved and all of the agreement following approval assets owned by RHP shall be liquidated and sold and the Commission of proceeds realized from liquidation distributed in accordance with the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those procedures set forth in Section 20.5 the Amended Articles of this AgreementAssociation and Indonesian company law. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 (a) This Agreement shall be become effective (“Effective Date”) upon approval by the Commission under Section 252(e) of the Act or, absent such Commission approval, on the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is establishedfirst above written; provided, however, that the rates and charges of such successor agreement shall apply retroactively back with respect to the date this Agreement is terminated or expireseach Fund, whichever is later, and that the retro-active true-up shall be completed within ninety (90) calendar days following the effective date of this Agreement shall be the date on which GHFS begins providing services to such successor AgreementFund. 20.8 If (b) This Agreement shall remain in effect for a period of three (3) years from the applicable effective date (i.e., the date first above written or, with respect to any Fund, the date on which GHFS begins providing services to such Fund) and shall continue in effect for successive one-year periods unless earlier terminated. (c) This Agreement may be terminated by any party hereto for any reason upon written notice of termination delivered to the other party. Any notice of termination delivered pursuant to this Section 9(c) shall specify the date of termination, which date shall not be less than one hundred eighty days (180) days after the date of the giving of such notice. Additionally, this Agreement may be terminated by any party at any time during if another party commits a material breach of its obligations under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice served by a non-breaching party specifying in reasonable detail the Section 252(a)(1) negotiation process (prior to or after nature of such breach. Notwithstanding the expiration date or termination date of this Agreement)foregoing, 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 immediately terminate with respect to any Fund upon liquidation of the term Fund. (d) Upon termination 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 20.5 of this Agreement. 20.9 If CLEC does not affirmatively state that it wishes to pursue other than 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement by the Company or any Fund resulting from GHFS’ failure to cure a breach within the applicable cure period, the Funds shall pay to GHFS: (i) if terminated within twelve (12) months of the applicable effective date, the total fees which would have been payable through the first twelve (12) months if this Agreement were not terminated, and (ii) if terminated after the first twelve (12) months of the applicable effective date, such compensation as may be due as of the date of such termination. In each case, the Funds shall reimburse GHFS for any reasonable disbursements and reasonable expenses made or incurred by GHFS and payable or reimbursable hereunder and for work done or services provided by GHFS after the termination date. (e) Upon termination and settlement of all amounts due under this Agreement, including unpaid compensation due pursuant to Section 20.98 and amounts due pursuant to Section 9(d), SBC- 13STATE and CLEC shall cooperate in good faith GHFS shall, at the expense of the Fund or the Company, return to effect an orderly transition of service under the Fund any Confidential Information provided by the Fund to GHFS pursuant to this Agreement; . Notwithstanding the foregoing, GHFS may retain such Confidential Information as it may be required by law to retain and/or which is automatically archived as part of GHFS’ electronic back-up system, provided that CLEC shall be solely responsible (from a financial, operational such Confidential Information is not available for general access and administrative standpoint) it remains subject to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date obligations of this Agreementconfidentiality hereunder.

Effective Date Term and Termination. 20.1 This Agreement shall be effective (“Effective Date”) upon approval by the Commission 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. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below.. Page 40 of 562 GENERAL TERMS AND CONDITIONS Page 36 of 93 NEVADA/MCIMETRO ACCESS TRANSMISSION SERVICES LLC 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back Page 41 of 562 GENERAL TERMS AND CONDITIONS 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 a) This Agreement shall be effective (“Effective Date”) upon approval by the Commission under when registered pursuant to Section 252(e) 328 of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 20.2 New York City Charter. The term of this the Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 a date (the “TermCommenceme nt Date”). Absent the receipt ) set forth in a Notice to Proceed, which shall be sent by one Party of written notice from the other Party at least 180 calendar days prior DEP by email and ordinary mail to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementCustomer at its address as designated in Section 9, this Agreement shall remain in full force and effect on and below, after the expiration of Agreement becomes effective. The term shall expire on October 1, 2022 (the Term until “Expiration Date”) unless sooner terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately party upon delivery of thirty days’ written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained party at its address as designated in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.69, below. 20.5 Upon b) In the event of any early termination or expiration by DEP under Subsection 1(a), above, DEP agrees to reimburse the Customer for Eligible Costs, as defined below in Section 5, incurred under the terms of this Agreement prior to termination. In the event of any such early termination by the Customer or by DEP, the Customer hereby agrees to reimburse DEP for any funds received that the Customer did not expend prior to notice of termination in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 The rates, terms and conditions of this Agreement shall continue as more specifically set forth in full force and effect until Subsection 7(d), below. c) In the earlier event the Work/Services (as defined in Section 4(a)) being funded hereunder are not completed prior to the Expiration Date, the term of this Agreement may be extended where, in the opinion of DEP’s Agency Chief Contracting Officer (i) “ACCO”), the effective date of its successor agreementCustomer, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) without any fault on the part 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; unless negotiations are in progress or arbitration Customer, has been demanded provided, however, when delayed and will not be able to complete the Work/Services prior to the Expiration Date. Upon submission of a successor agreement becomes effectivewritten notice from the Customer to the DEP Project Manager (at the address specified in Section 9) documenting the causes of the delay in such form as is satisfactory to the ACCO, the termsACCO may, rates and charges in his/her discretion, grant an extension of such successor agreement shall apply retroactively back the term for up to one year to complete the date this Agreement is terminated or expiresWork/Services. Such extension, whichever is laterif granted, would be solely for the purpose of completing the Work/Services, and that the retro-active true-up Work/Services shall be completed within ninety the extended term with no increase in the Total Eligible Costs (90) calendar days following the effective date of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 as defined in Section 20.5 of this Agreement5). 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 (a) This Agreement shall be become effective (“Effective Date”) upon approval by as of November 22, 2006, and shall continue for an initial term of 24 months. At the Commission under Section 252(e) end of the Act orinitial term, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) will renew for successive one year renewal terms, unless cancelled in writing by either party without cause at least 120 days before the end of the Actinitial term or any renewal term. 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. 20.2 The term of this Agreement shall commence upon (b) In the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect event that such Party does not intend to extend the Term of either party commits a Default under this Agreement, this Agreement the non-defaulting party shall remain in full force and effect on and after the expiration give written notice of the Term until terminated by either Party pursuant Default to Section 20.3 the defaulting party. If the defaulting party does not cure such default within seven business days, or 20.5if there is a subsequent Default of the same nature within a 6-month period of each other, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party may then the non-defaulting party shall have the right to terminate this Agreement and by giving ten days written notice. With respect to UPG, the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products term “Default” means a failure to meet a material shipping or services provided pursuant to warehousing obligation under this Agreement. With respect to Brink’s, at the sole discretion of the terminating Party in the event that the other Party fails term “Default” means a failure to perform 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 breaches a material term condition beyond the party’s reasonable control, including Acts of this Agreement God, war and the other Party fails to cure such material nonperformance terrorist attacks or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereofthreats. Provided, however, that nothing contained upon early termination, Brink’s will purchase from UPG any and all remaining inventory procured by UPG pursuant to this Agreement (including inventory in this paragraph shall be deemed to prevent either Party from seeking relief transit) and pay any applicable cancellation fees of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination the manufacturer. By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SVP and CFO Date: By: By: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ President & CEO VP Business Development & Marketing Date: Date: As stated in Section 1 of this Agreement, notwithstanding Brink’s may purchase from UPG the dispute resolution provisions 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 Section 46 of this Agreementsuch batteries and transformers is subject to the following additional terms and conditions. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below1. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.U.L.

Effective Date Term and Termination. 20.1 This A. The Agreement shall be effective covers VARIABLE ANNUITY CONTRACTS that: (“Effective Date”i) upon approval by are among the Commission under Section 252(eGMDB TYPES identified in Schedule A; (ii) have accounts invested in the investment funds described in Schedule B; (iii) were issued between September 11,1991 and November 29, 2002; (iv) are ACTIVE CONTRACTS on the EFFECTIVE DATE; (v) are in compliance with all of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement other terms and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term provisions of this Agreement B. Subject to paragraphs C and D below, this Agreement will terminate on the TERMINATION DATE. C. The CEDING COMPANY shall have the option of terminating this Agreement immediately upon written notice to the REINSURER after the occurrence of sub-provision 1 below, and with ninety (90) days written notice to the REINSURER after the occurrence of sub-provision 2 below: 1. An order appointing a receiver, conservator or trustee for management of REINSURER is entered or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of REINSURER. 2. REINSURER's Standard and Poor's Claim Paying Rating ("S&P Rating") is reduced to "BBB-" or lower, but only if at the time of such rating, the CEDING COMPANY is rated higher than BBB-. REINSURER must report any adverse change in its S&P Rating to CEDING COMPANY within fifteen (15) days of the change. Any notice of termination given by the CEDING COMPANY enabled by such rating reduction shall be deemed withdrawn if the REINSURER's S&P Rating is restored to a level higher than "BBB-" or the CEDING COMPANY's S&P Rating falls at or below the REINSURER's S&P Rating during the 90-day notice period. D. The REINSURER shall have the option of terminating this Agreement with ninety (90) days written notice to the CEDING COMPANY after the occurrence of any of the following: 1. The CEDING COMPANY fails to provide timely submissions of data in accordance with Schedule G. The REINSURER must provide CEDING COMPANY with Notice of Termination. If, during the ninety (90) days following this notification, the REINSURER receives all data submissions in arrears, this Agreement will remain in full force effect and effect on and after the expiration notice of termination shall be deemed withdrawn. If the CEDING COMPANY fails to provide the submission of data in accordance with Schedule G as of the Term until terminated by either Party pursuant to Section 20.3 or 20.5close of the last day of this ninety (90) day notice period, belowthe REINSURER's liability for all risks reinsured associated with the withheld data under this Agreement will terminate. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and 2. The CEDING COMPANY fails to pay premium on or before 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 REMITTANCE DATE. In the event that the premiums are not paid by the REMITTANCE DATE other Party fails than amounts that are the subject of a good faith dispute, the REINSURER shall have the right to perform a material obligation or breaches a material term terminate this agreement by giving ninety (90) days written notice of termination to the CEDING COMPANY. If all premiums in default and interest owed in accordance with Article III, paragraph E are received by the REINSURER within the ninety (90) day time period, this Agreement will remain in effect and the other Party fails to cure such material nonperformance or breach within forty-five (45) days after written notice thereof. Any of termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief withdrawn. If premiums remain in default as of any kindthe close of the last day of this ninety (90) day notice period other than amounts that are the subject of a good faith dispute, including but not limited to a restraining order or injunctive reliefthe REINSURER's liability for all risks reinsured associated with the defaulted premiums under this Agreement will terminate. E. Except as otherwise provided herein, from any court or regulatory agency to prevent any upon termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party REINSURER shall have no reinsurance liability with respect to any liability to the other Party for VARIABLE ANNUITY CONTRACTS. Notwithstanding termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6reinsurance as provided herein, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party the CEDING COMPANY shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay be liable to the REINSURER for all amounts (including any late payment charges) owed undisputed unpaid reinsurance premiums earned by the REINSURER under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations Agreement and the REINSURER shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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 continue to be taken on each applicable (13) state(s). If CLEC wishes liable to pursue a successor agreement with SBC-13STATE, CLEC shall attach the CEDING COMPANY for all unpaid GMDB CLAIMS owed to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE the CEDING COMPANY 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 If at any time during the Section 252(a)(1) negotiation process (for deaths occurring prior to or after on the expiration TERMINATION DATE subject to the limitation of Article VI, Section F. Such amounts owed by either party are subject to a daily interest charge from the REMITTANCE DATE until the 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 statepaid. The rates, terms and conditions daily interest rate is equal to 1/365 times the sum of this Agreement shall continue in full force and effect until the later of: (1) the expiration 3-month LIBOR rate as 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 20.5 of this Agreement. 20.9 If CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE in itsmost recent MONTHLY VALUATION DATE, as applicablepublished in the Wall Street Journal, 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 20.5 of this Agreementplus 1.00%. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on December 14, 2004 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 December 13, 2008 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 This Agreement 10.1 The effective date of this AGREEMENT is the date on which LICENSOR’S REPRESENTATIVE signs the AGREEMENT (the “EFFECTIVE DATE”); LICENSOR’S REPRESENTATIVE shall be effective (“Effective Date”) upon approval by the Commission 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. 20.2 last to sign. The term of this Agreement shall commence upon AGREEMENT begins on the Effective Date EFFECTIVE DATE of this Agreement AGREEMENT. Unless sooner terminated or otherwise modified as provided for in this Article X, the term of this AGREEMENT shall run for ( ) years from the EFFECTIVE DATE of this AGREEMENT. 10.2 LICENSOR may modify or terminate this license, in whole or in part, if: (A) LICENSEE fails to meet the obligations set forth in Article VII above; (B) LICENSOR determines that such action is necessary to meet requirements for public use specified by federal regulations issued after the EFFECTIVE DATE of this AGREEMENT and such requirements are not reasonably satisfied by LICENSEE; (C) LICENSEE has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by this AGREEMENT; (D) LICENSEE commits a breach of a covenant or agreement contained in this AGREEMENT; (E) LICENSEE defaults in making any payment or report required by this AGREEMENT; (F) LICENSEE is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of a creditor; or (G) LICENSEE misuses the LICENSED PATENT APPLICATION. LICENSEE retains the right to terminate this AGREEMENT in the event that it disagrees with any modification thereof made by LICENSOR under this paragraph and no relief satisfactory to it has been forthcoming upon request for the same under Article XII, paragraph 12.6 and/or 12.7. Any such termination must be made in writing. 10.3 At any time after ( ) years from the EFFECTIVE DATE of this AGREEMENT, LICENSEE shall expire May 28have the right to terminate this AGREEMENT in its entirety at the end of any calendar year, 2004 (provided that the “Term”). Absent manufacture, sale and marketing of the receipt LICENSED PRODUCTS, LICENSED METHODS and LICENSED PROCESSES as an INVENTION are not economically feasible to LICENSEE, and being exercisable by one Party of written notice from the other Party to terminate given by LICENSEE to LICENSOR at least 180 calendar sixty (60) days prior to the end of such year. 10.4 Upon expiration or termination of the Term this AGREEMENT, neither party shall be obligated to the effect other, except as set forth in paragraph 10.6 hereof. Unless this AGREEMENT is terminated by LICENSOR pursuant to subsection (C), (D), (E), (F) or (G) of paragraph 10.2, LICENSEE may sell any LICENSED PRODUCTS, LICENSED METHODS and LICENSED PROCESSES which are on hand as inventory or works in progress at the time of such expiration or termination for the ( ) month period following such expiration or effective date of termination; provided that such Party does not intend all payments then due are first made to extend the Term of this AgreementLICENSOR, this Agreement shall remain in full force and effect on statements and payments with respect to products sold after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement are thereafter made in accordance with this Section 20.2AGREEMENT. 10.5 Prior to any modification or termination of this AGREEMENT, 20.3 LICENSOR shall furnish LICENSEE with a written notice of intention to modify or 20.4terminate, aboveand LICENSEE shall be allowed sixty (60) days after the date of such notice to remedy any breach or default of any covenant or agreement of this AGREEMENT or to show cause why this AGREEMENT should not be modified or terminated. If this AGREEMENT has been modified or terminated, in whole or in part by LICENSOR, LICENSEE may appeal to the Department of the Army any decision or determination concerning the modification or termination of this AGREEMENT. 10.6 The words “termination” and “expiration” and cognate words, such as “term” and “terminate”, used in Article X and elsewhere in this AGREEMENT, are to be read, except where the contrary is specifically indicated, as omitting from their effect the following rights and obligations, all of which survive any termination or expiration to the degree necessary to permit their complete fulfillment or discharge: (aA) each Party shall continue LICENSEE’s obligation to comply with its obligations set forth supply reports as specified in Section 54Article V, belowparagraph 5.3 of this AGREEMENT; (B) LICENSOR’s right to receive or recover, and LICENSEE’s obligation to pay, royalties (including MINIMUM ANNUAL ROYALTIES) accrued or accruable for payment at the time of any expiration or termination as specified in Article IV, paragraph 4.6 of this AGREEMENT; (C) LICENSEE’s obligation to maintain records and LICENSOR’s right to conduct a final audit as provided in Article V, paragraph 5.4 of this AGREEMENT; (D) Any cause of action or claim of LICENSOR accrued or to accrue because of any breach or default by LICENSEE; and (bE) each Party shall promptly pay all amounts (including any late payment charges) owed LICENSEE’s indemnification obligation under Article XII, paragraph 12.5 of this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall surviveAGREEMENT. 20.6 If either Party serves notice 10.7 This AGREEMENT may be modified or terminated upon the mutual agreement of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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 LICENSOR 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 agreementLICENSEE. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 This Agreement shall be become effective one day after a fully executed copy of this Agreement is filed for acceptance with FERC or on such later date as FERC shall order (“Effective Date”), provided that the Parties shall commence performance of their responsibilities consistent with Exhibit B upon execution of the Agreement. Interconnection Customer may terminate this Agreement for convenience after giving Transmission Owner thirty (30) upon approval days advance written notice of cancellation. Transmission Owner may terminate the Agreement following (a) issuance and delivery by Transmission Owner to Interconnection Customer of a written notice of breach describing the Commission breach by Interconnection Customer and (b) reasonable time for Interconnection Customer to effect a cure of such breach, but in no event less than a 10 day cure period, in the event of the following circumstances: (1) Interconnection Customer does not provide the security under Section 252(e4; or (2) Interconnection Customer does not agree to proposed cost increases under Section 5 beyond the total amount set forth in Exhibit B; or (3) Interconnection Customer does not make timely payment to Transmission Owner under Section 6. In the event of the Act or, absent such Commission approvaltermination, the date this Agreement is deemed approved under Section 252(e)(4) provisions of the Act. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after as necessary to ensure the expiration satisfaction of the Term until terminated by either obligations of each Party pursuant to Section 20.3 or 20.5the other, below. 20.3 Except as specifically otherwise provided in Appendix Structured Accessif any, White Pageswith regard to the period prior to such termination, Resale and UNE Transmission Owner shall make good faith efforts to mitigate costs and notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and expenses relating to the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion . Upon completion 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 Services and the other Party fails to cure such material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 Agreementtherefor, 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9Agreement, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC any unused security shall be solely responsible (from a financial, operational promptly released and administrative standpoint) returned by Transmission Owner to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this AgreementInterconnection Customer.

Effective Date Term and Termination. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on June 16, 2004 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 June 16, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on May 2814, 2004 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 May 14, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's ’s confidentiality obligations shall survive; and (d) each Party 's 7.5.4 Each Party’s indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on October 8, 2004 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 October 8, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 This 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be effective ten (“Effective Date”10) upon approval by 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 filing and is deemed approved by operation of law on the 91st day after filing. 20.2 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28on July 30, 2004 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 July 30, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this AgreementTerm, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 7.3 or 20.5, below7.4. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the 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 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 material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 7.4 If pursuant to Section 20.2, above7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 Sections 7.5 and 20.6, below7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 7.4 other than its obligations under Section 20.5 Sections 7.5 and 20.6, below7.6. 20.5 7.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2Sections 7.2, 20.3 7.3 or 20.4, above7.4: (a) each 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 5442, belowScope of this Agreement; and (b) each 7.5.2 Each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; Agreement or place any Disputed Amounts into an escrow account that complies with Section 44.4 10.4 hereof; and; (c) 7.5.3 Each Party's confidentiality obligations shall survive; and (d) each Party 7.5.4 Each Party's indemnification obligations shall survive. 20.6 7.6 If either Party serves notice of expiration pursuant to Section 20.2 7.2 or Section 20.47.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ten

Effective Date Term and Termination. 20.1 A. This Agreement shall be effective (“Effective Date”) upon approval covers individual ANNUITY CONTRACTs issued by the Commission under Section 252(eCEDING COMPANY that: (i) of are among the Act or, absent such Commission approval, CONTRACT TYPEs identified by form in Schedule B-1; (ii) have accounts invested in the investment funds listed in Schedule B-2; (iii) are issued on and after the EFFECTIVE DATE and prior to the date this Agreement is deemed approved under Section 252(e)(4terminates for new ANNUITY CONTRACTs, as described in Article III, paragraph B; (iv) are issued within the limits and rules described in Schedule C-1 and C-2; (v) are in compliance with all of the Act. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement other terms and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term provisions of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above:; (avi) each Party shall continue have elected to comply with its obligations set forth purchase the Guaranteed Minimum Income Benefit, as described in Section 54, belowSchedule A; and (bvii) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant are ACTIVE CONTRACTs. The Agreement remains effective for ANNUITY CONTRACTs subject to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 The rates, terms and conditions of this Agreement, through the TERMINATION DATE, unless terminated pursuant to the paragraphs listed below. B. This Agreement shall continue in full force and effect until will terminate for new ACTIVE CONTRACTs issued by the CEDING COMPANY on the earlier of (i) the effective date of its successor agreementFebruary 29,, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; 2008 or (ii) the date that cumulative RETAIL ANNUITY PREMIUMS exceed the limits provided in Schedule C-2, Paragraph 4. C. This Agreement will terminate with respect to each ACTIVE CONTRACT subject to it, as of the last date of the REINSURANCE TERM for each ACTIVE CONTRACT. D. The CEDING COMPANY shall have the option of terminating this Agreement for new business, existing business, or both, by giving ninety (90) days advance notice to the REINSURER, after the occurrence of any of the following: 1. REINSURER’s Standard and Poor’s Rating is ten reduced to a “BBB” or lower. REINSURER must report any adverse change in Standard and Poor’s Rating to CEDING COMPANY within fifteen (1015) months days of the change. Any notice of termination given by the CEDING COMPANY due to such rating reduction shall be deemed withdrawn if REINSURER’S Standard and Poor’s Rating is restored to a level higher than “BBB” during the 90 day notice period.; 2. An order is entered appointing a receiver, conservator or trustee for management of REINSURER or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of REINSURER; ▇▇▇▇▇▇▇ National New York and ACE Tempest Life Re GMIB 6 3. REINSURER’s U.S. GAAP surplus position is reduced to [REDACTED] or less of its U.S. GAAP surplus position as of December 31, 2002. The REINSURER must report such a reduction within fifteen (15) days after it occurs. The REINSURER’s surplus position as of December 31, 2002 is provided in Schedule I. Any notice of termination given by the CEDING COMPANY due to such surplus reduction shall be deemed withdrawn if REINSURER’s U.S. GAAP surplus position is restored to a level higher than [REDACTED] of its U.S. GAAP surplus position as of December 31, 2002 during the 90 day notice period. E. The REINSURER shall have the option of terminating this Agreement for new business by giving ninety (90) days advance written notice to the CEDING COMPANY after the occurrence of the following: The CEDING COMPANY fails to provide timely submissions of all material data required to be provided in accordance with Schedule H, If the CEDING COMPANY, within 90 days after the date on the REINSURER’s notice of termination is given, provides to the REINSURER all data submissions then in arrears, the REINSURER’s notice of termination shall be deemed withdrawn. F. The REINSURER shall have the option of terminating this Agreement with respect to new business, existing ANNUITY CONTRACTS for which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations premiums are in progress default, or arbitration has been demanded providedboth, howeverby giving ninety (90) days advance written notice to the CEDING COMPANY after the occurrence of the following: The CEDING COMPANY fails to pay a premium due on or before the REMITTANCE DATE. The REINSURER’s notice of termination must specify whether new contracts, when a successor agreement becomes effectiveexisting ANNUITY CONTRACTS for which the premium is in default or both will be terminated. If all premiums in default and interest in accordance with Article III, Paragraph are received by the REINSURER within the ninety (90) day notice period, the termsAgreement will remain in effect and the notice of termination deemed withdrawn. As of the close of the last day of the ninety (90) day notice period, rates and charges the REINSURER’S liability for all risks reinsured associated with the defaulted premiums under this Agreement will terminate. G. Except as otherwise provided herein, upon termination of this Agreement for existing ANNUITY CONTRACTs, REINSURER shall have no reinsurance liability with respect to such successor agreement ANNUITY CONTRACTs. Notwithstanding termination of reinsurance as provided herein, the REINSURER shall apply retroactively back continue to be liable to the CEDING COMPANY for all unpaid ADJUSTED GMIB CLAIMs arising as a result of a GMIB EXERCISE of an ACTIVE CONTRACT made prior to the date this Agreement is terminated or expires, whichever is laterterminated, and that the retro-active true-up CEDING COMPANY shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate be liable to the REINSURER for all unpaid QUARTERLY REINSURANCE PREMIUMs earned by the REINSURER, under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back to the date this the Agreement is terminated or expires, whichever is later, and that terminated. Any net amounts due from either party after termination are subject to a daily interest charge from the retro-active true-up shall be completed within ninety (90) calendar days following REMITTANCE DATE until the effective date of such successor Agreement. 20.8 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 statepaid. The rates, terms and conditions daily interest rate is equal to 1/365 times the sum of this Agreement shall continue in full force and effect until the later of: (1) the expiration of 3 month LIBOR rate on the term of this Agreementpreceding MONTHLY VALUATION DATE, or as published in the Wall Street Journal, and (2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request[REDACTED]. 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 20.5 of this Agreement. 20.9 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 ▇▇▇▇▇▇▇ National New York 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.ACE Tempest Life Re GMIB 7

Effective Date Term and Termination. 20.1 12.1 This Agreement shall be and become effective on the first date that all of the following conditions precedent have been satisfied (the “Effective Date”): (a) upon approval by Each Party’s board of directors approves the Commission under Section 252(e) of the Act orexecution, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 20.2 The term delivery and performance of this Agreement by each Party respectively; (b) The Parties have entered into the supply agreements contemplated by Sections 5.3(c) and 5.3(d), in form and substance satisfactory to LGLS; (c) The Parties and an independent third-party escrow agent acceptable to LGLS shall commence upon have entered into the escrow agreement contemplated by Section 5.3(e) and the Parties have entered into any other agreements or arrangements contemplated by Section 5.3(e), in form and substance satisfactory to LGLS; and (d) [* * *] 12.2 If the Effective Date of this Agreement and shall expire May 28has not occurred by January 14th, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement2011, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, then 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of by written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreementother. 20.4 If pursuant to Section 20.2, above12.3 For the Exclusive Territory, this Agreement continues shall be in full force and effect after from the expiration of the TermEffective Date, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement unless earlier terminated in accordance with this Section 20.2the terms hereof, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 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; unless negotiations are in progress or arbitration has been demanded 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 20.5 of this Agreement. 20.9 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 remain in full force and effect until the later of 1) [* * *] following the first Regulatory Approval of a Product or the date of expiration of any issued patent from application [* * *]. For the Term Non-Exclusive Territory, this Agreement shall be in full force and effect on a country-by-country basis and Product-by-Product basis in each country of the Non-Exclusive Territory from the Effective Date, and unless earlier terminated in accordance with the terms hereof, shall remain in full force and effect until [* * *] following the first Regulatory Approval of a Product. 12.4 If a Party breaches a material provision of this Agreement, the non-breaching Party may terminate this Agreement, as to the Product and country relating to such breach, upon forty-five (45) days’ prior written notice unless the breach is cured within the notice period, provided that if such breach requires additional time to be cured, and the breaching Party has commenced in a reasonable manner to cure such breach following receipt of such notice, then the breaching Party shall be afforded up to an additional forty-five (45) days to cure such breach.. 12.5 A Party may terminate this Agreement immediately upon written notice to the other Party (i) in the event that the other Party becomes insolvent, or 2(ii) in the expiration event of ninety any pending or threatened bankruptcy action or any other insolvency proceeding against the other Party. 12.6 [* * *] 12.7 In the event that a Party, its Affiliates or any of their respective directors or officers, or any of its assets, properties or intellectual properties becomes or is likely to become the subject of any actions, suits, claims or events that may adversely affect such Party’s performance of this Agreement, the other Party may, at its discretion, terminate this Agreement upon forty five (9045) calendar days days’ prior written notice to the original Party. 12.8 If LGLS does not receive Regulatory Approval for the commercial sale of a Product in the Exclusive Territory within [* * *] after NOVAVAX receives U.S. Regulatory Approval for a Seasonal Product, and after good faith discussion and trial by the date CLEC provided Parties to resolve any issues and the Parties are unable to resolve such issues, then either party may, at its discretion, terminate this Agreement as to the Exclusive Territory, upon prior written notice to the other party on or received notice after [* * *] after NOVAVAX receives U.S. Regulatory Approval for a Seasonal Product. 12.9 Notwithstanding any other provision to the contrary, in the event of expiration or termination. If the Term termination of this Agreement has expireddue to a breach by NOVAVAX or in accordance with Section 12.5, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties LGLS shall have no further obligations an exclusive, fully paid, perpetual, irrevocable right and license, under this Agreement except those set forth the NOVAVAX Proprietary Rights, to research, develop, make, have made, distribute, market, sell, offer to sell and use the Products in Section 20.5 the Field of this AgreementUse in the Exclusive Territory and a non-exclusive, fully paid, perpetual, irrevocable right and license, under the NOVAVAX Proprietary Rights, to research, develop, make, have made, distribute, market, sell, offer to sell and use the Products in the Field of Use in the Non-Exclusive Territory. 20.10 12.10 In the event of termination of this Agreement pursuant caused by or attributable to Section 20.9a breach hereof by a Party, SBC- 13STATE the rights and CLEC shall cooperate in good faith licenses granted to effect an orderly transition of service each Party under this Agreement; Agreement and the obligations of each Party shall cease. 12.11 Except as expressly provided that CLEC shall be solely responsible (from a financialherein, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the termination or expiration date or termination date of this AgreementAgreement shall not relieve any Party from its obligations arising prior to such expiration or termination. 10.1 (prosecution and maintenance of patents); Section 10.3 (improvements); Article 11 (indemnification); Section 12.9 (retained rights); Section 12.13 (remedy); Article 13 (incidental and consequential damages; Article 14 (independent contractors); Section 16.2 (governing law); Section 16.5 (entire agreement); Section 16.6 (arbitration); Section 16.9 (severability); and Section 16.11 (third party beneficiaries). 12.12 Termination is not the exclusive remedy under this Agreement and, whether or not termination is effected, all other rights and remedies at law or equity will remain available.

Effective Date Term and Termination. 20.1 This Agreement 18.1 Prior to the EFFECTIVE DATE, neither PARTY shall have any obligation or liability hereunder except as provided for in this Section 18.1. Prior to the EFFECTIVE DATE, each PARTY shall use its COMMERCIALLY REASONABLE EFFORTS to take or cause to be effective (“Effective Date”) upon taken all actions necessary or desirable to satisfy the conditions set forth in this AGREEMENT and shall cooperate fully with the other in preparing and filing all notices, applications, submissions, reports and other documents that are necessary or desirable to obtain the approval by the Commission under Section 252(e) of the Act or, absent such Commission approvalrespective GOVERNMENTAL AUTHORITY in the TERRITORY with respect to the transactions contemplated hereby. 18.2 This AGREEMENT shall come into effect and full force on the EFFECTIVE DATE for a term of ten (10) years. Thereafter, the date this Agreement is deemed approved under Section 252(e)(4AGREEMENT will be automatically extended for consecutive two (2) year periods unless terminated by FIRST HORIZON giving twelve (12) months prior written notice expiring at the end of the Actinitial period or any subsequent two (2) year period. Prior to the commencement of any two (2) year period, the PARTIES may renegotiate the commercial terms of this AGREEMENT according to the then prevailing situation, provided that neither PARTY is obligated to engage in such renegotiation. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party 18.3 Either PARTY may terminate this Agreement and AGREEMENT at any time by giving written notice to 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 other PARTY in the event that that: 18.3.1 Any proceeding in bankruptcy or in reorganization (other than internal re-organization) or for the appointment of a receiver or trustee or any other proceedings under a law for the relief of debtors shall be instituted by or against the other Party fails to perform a PARTY which are not dismissed within sixty (60) days; 18.3.2 The other PARTY defaults in the performance of any material obligation or breaches a obligations imposed on it by this AGREEMENT and such default is not remedied in all material term of this Agreement and the other Party fails to cure such material nonperformance or breach respects within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery receipt of written notice demand from the notifying PARTY to cure the default. 18.4 This AGREEMENT may be terminated by either PARTY if the conditions precedent to EFFECTIVE DATE do not occur by July 1st, 2002. 18.5 If this AGREEMENT is terminated such expiration or termination shall neither release the other PARTY from any obligation to make payments accrued hereunder prior to the other Party that it failed to cure date of such nonperformance expiration or breach within forty-five (45) calendar days after written notice thereoftermination and shall not release the PARTIES from the secrecy obligations as provided in Article 13 or the indemnity obligations of Articles 14 and 15. ProvidedFIRST HORIZON, however, that nothing contained in is entitled to sell and/or use all stocks of PRODUCTS received prior to the effective date of termination hereunder. 18.6 If this paragraph shall be deemed to prevent either Party from seeking relief AGREEMENT is terminated as a result of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination FIRST HORIZON's breach of this Agreement, notwithstanding FIRST HORIZON shall immediately reassign the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant NDA-approval No. 20[ ]356 for FINISHED PRODUCTS in the TERRITORY without any charge to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice BAYER or to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, belowa party designated by BAYER. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant to Section 20.2 or Section 20.4, CLEC shall have twenty (20) 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. 20.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) From the effective date of its successor agreementany termination hereunder the PARTIES shall cease to use TECHNICAL INFORMATION or COMMERCIAL INFORMATION received from the other PARTY under this AGREEMENT and, whether upon request, shall either destroy or return all copies of such successor agreement is established via negotiationTECHNICAL INFORMATION or COMMERCIAL INFORMATION received. The obligation of confidentiality and non use shall survive the expiration or termination of this AGREEMENT. 18.7 The termination of this AGREEMENT will not influence any license granted to BAYER according to Article 11.2, 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; unless negotiations are in progress or arbitration has been demanded providedunless, 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. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the 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. 20.8 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 AGREEMENT has resulted from BAYER's breach 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 20.5 of this AgreementAGREEMENT. 20.9 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 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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. 20.1 A. This Agreement shall be effective (“Effective Date”) upon approval covers individual ANNUITY CONTRACTS issued by the Commission under Section 252(eCEDING COMPANY that: (i) are identified by contract form in Schedule B-1 and have no optional riders other than those specified in Schedule B-1; (ii) have accounts invested in the investment funds listed in Schedule B-2; (iii) are issued within the limits and rules described in Schedule C-1; (iv) are in compliance with all of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 20.2 The term of this Agreement shall commence upon the Effective Date of this Agreement other terms and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term provisions of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 20.3 or 20.5, below. 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and 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 material nonperformance or breach within forty-five (45) days after written notice thereof. Any termination of this Agreement pursuant to this Section 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 20.4 If pursuant to Section 20.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Section 20.5 and 20.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 20.4 other than its obligations under Section 20.5 and 20.6, below. 20.5 Upon termination or expiration of this Agreement in accordance with this Section 20.2, 20.3 or 20.4, above: (a) each Party shall continue to comply with its obligations set forth in Section 54, below; and (bv) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; have elected the Guaranteed Minimum Income Benefit on or place any Disputed Amounts into an escrow account that complies with Section 44.4 hereof; and (c) Each Party's confidentiality obligations shall survive; and (d) each Party 's indemnification obligations shall survive. 20.6 If either Party serves notice of expiration pursuant after the EFFECTIVE DATE and prior to Section 20.2 or Section 20.4March 31, CLEC shall have twenty (20) 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/termination2008, as applicable, a written request described in Schedule A; said contracts being herein defined as the ANNUITY CONTRACTS. The Agreement remains effective for ANNUITY CONTRACTs subject 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. 20.7 The rates, terms and conditions of this Agreement, through the TERMINATION DATE, unless terminated pursuant to the paragraphs listed below. B. This Agreement shall continue in full force and effect until will terminate for new ANNUITY CONTRACTs issued by the CEDING COMPANY on the earlier of (i) the effective date of its successor agreementMarch 31, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; 2008 or (ii) the date that the sum of all cumulative RETAIL ANNUITY PREMIUMS exceeds the limit provided in Schedule C-2, paragraph 4. C. This Agreement will terminate with respect to each ANNUITY CONTRACT subject to it, as of the last date of the REINSURANCE TERM. D. The CEDING COMPANY shall have the option of terminating this Agreement for new business, existing business, or both, by giving ninety (90) days advance notice to the REINSURER, after the occurrence of any of the following: 1. REINSURER’s Standard and Poor’s Rating is ten reduced to a “BBB” or lower. The REINSURER must report any adverse change in Standard and Poor’s Rating to CEDING COMPANY within fifteen (1015) months days of the change. Any notice of termination given by the CEDING COMPANY due to such rating reduction shall be deemed withdrawn if the REINSURER’s Standard and Poor’s Rating is restored to a level higher than “BBB” during the 90 day notice period. 2. An order is entered appointing a receiver, conservator or trustee for management of the REINSURER or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of REINSURER. 3. The REINSURER’s U.S. GAAP surplus position is reduced to [REDACTED] of its U.S. GAAP surplus position as of December 31, 2000. The REINSURER must report such a reduction within fifteen (15) days after it occurs. The REINSURER’s surplus position as of December 31, 2000 is provided in Schedule H. Any notice of termination given by the CEDING COMPANY due to such surplus reduction shall be deemed withdrawn if REINSURER’s U.S. GAAP surplus position is restored to a level higher than [REDACTED] of its U.S. GAAP surplus position as of December 31, 2000 during the 90 day notice period. E. The REINSURER shall have the option of terminating this Agreement for new business, existing business or both by giving ninety (90) days advance written notice to the CEDING COMPANY after the occurrence of any of the following: 1. The CEDING COMPANY fails to provide timely submissions of all material data required to be provided in accordance with Schedule G, provided that the REINSURER’s notice of termination identifies whether new contracts, existing contracts or both will be terminated and provided further that the REINSURER’s notice of termination shall be deemed withdrawn if the CEDING COMPANY, within 90 days after the date the REINSURER’s notice of termination is given, provides to the REINSURER all data submissions then in arrears. 2. The CEDING COMPANY fails to pay premium due on which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations are in progress or arbitration has been demanded provided, however, when a successor agreement becomes effectivebefore the REMITTANCE DATE. In the event that premium due is not paid by the REMITTANCE DATE, the termsREINSURER shall have the right to terminate this agreement by giving ninety (90) days advance notice of termination to the CEDING COMPANY. If all premiums in default are received by the REINSURER within the ninety (90) day notice period, rates and charges the Agreement will remain in effect. As of such successor agreement the close of the last day of the ninety (90) day notice period, the REINSURER’s liability for all risks reinsured associated with the defaulted premiums under this Agreement will terminate. F. Notwithstanding termination of reinsurance as provided herein, the REINSURER shall apply retroactively back continue to be liable to the CEDING COMPANY for all ADJUSTED GMIB CLAIMS arising as a result of a GMIB EXERCISE of an ACTIVE CONTRACT made prior to the date this Agreement is terminated or expires, whichever is laterterminated, and that the retro-active true-up CEDING COMPANY shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back be liable to the date this Agreement is terminated or expires, whichever is later, and that REINSURER for all unpaid MONTHLY REINSURANCE PREMIUMs earned by the retro-active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 20.8 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 REINSURER 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 until the date CLEC provides notice the Agreement is terminated. Any net amounts due from either party after termination are subject to a daily interest charge equal to 1/365 times the sum of withdrawal of its Section 252(a)(1(a) request. If and (b), where (a) is the Term of this Agreement has expired, 3 month LIBOR rate on the earlier of preceding MONTHLY VALAUTION DATE as published in the Wall Street Journal; and (ib) is [REDACTED]. Interest is assessed from 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 20.5 of this Agreement. 20.9 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 REMITTANCE DATE 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 20.5 of this Agreementpaid. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, 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.