GENERAL TERMS AND CONDITIONS

General Terms and Conditions/AT&T-22STATE

Page 1 of 42

SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

GENERAL TERMS AND CONDITIONS

General Terms and Conditions/AT&T-22STATE

Page 2 of 42

SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

TABLE OF CONTENTS
Section	Section Number

Introduction	1.0
Definitions	2.0
Interpretation and Construction	3.0
Notice of Changes – Section 251(C)(5)	4.0
Responsibilities of the Parties	5.0
Insurance	6.0
Assignment	7.0
Effective Date, Term and Termination	8.0
End User Fraud	9.0
Assurance of Payment	10.0
Billing	11.0
Non-Payment and Procedures for Disconnection	12.0
Dispute Resolution	13.0
Audits	14.0
Disclaimer of Representations and Warranties	15.0
Limitation of Liability	16.0
Indemnity	17.0
Intellectual Property/License	18.0
Notices	19.0
Publicity and Use of Trademarks or Service Marks	20.0
Confidentiality	21.0
Severability	22.0
Governing Law	23.0
Filing of Agreement: Governmental Requirement	24.0
Changes in End User Local Exchange Service Provider Selection	25.0
Compliance and Certification	26.0
Law Enforcement	27.0
Relationship of the Parties/Independent Contractor	28.0
No Third Party Beneficiaries; Disclaimer of Agency	29.0
Subcontracting	31.0
Taxes	32.0
Non Waiver	33.0
Network Maintenance and Management	34.0
End User Inquiries	35.0
Expenses	36.0
Conflict of Interest	37.0
Survival	38.0
Scope of Agreement	39.0
Amendments and Modifications	40.0
Authority	41.0
Counterparts	42.0
Entire Agreement	43.0

General Terms and Conditions/AT&T-22STATE

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SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

COMMERCIAL AGREEMENT

GENERAL TERMS AND CONDITIONS

This Agreement by and between one or more of the AT&T Inc. owned ILECs hereinafter referred to as BellSouth Telecommunications, Inc. d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee, Illinois Xxxx Telephone Company d/b/a AT&T Illinois, Xxxxxxx Xxxx Telephone Company Incorporated d/b/a AT&T Indiana, Michigan Xxxx Telephone Company d/b/a AT&T Michigan, Nevada Xxxx Telephone Company d/b/a AT&T Nevada, The Ohio Xxxx Telephone Company d/b/a AT&T Ohio, Pacific Xxxx Telephone Company d/b/a AT&T California, The Southern New England Telephone Company d/b/a AT&T Connecticut, Southwestern Xxxx Telephone Company d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma, AT&T Texas and Wisconsin Xxxx, Inc. d/b/a AT&T Wisconsin, (only to the extent that the agent for each such AT&T-owned ILEC executes this Agreement for such AT&T Inc. owned ILEC and only to the extent that such AT&T Inc. owned ILEC provides Telephone Exchange Services as an ILEC in each of the state(s) listed below) and SouthEast Telephone, Inc. (“CARRIER” also referenced as “SouthEast Telephone”), (a Kentucky corporation), (referred to herein collectively as, the “Parties”; each, a “Party”), and shall apply to the State of Kentucky.  This Agreement sets forth the rates, terms and conditions under which AT&T-22STATE agrees to provide CARRIER.

WHEREAS, the Parties acknowledge and agree that the provisions set forth in this Agreement are not subject to and/or required by the Communications Act of 1934, as amended (“Act”) including, without limitation, Sections 251/252 of the Telecommunications Act of 1996 and any regulation or rule of the FCC or any state commission, and are not subject to negotiation and/or arbitration under Section 252 of the Act unless both Partiers otherwise agree in a writing signed by both Parties.

WHEREAS, for purposes of this Agreement, CARRIER represents that it has acquired, or intends to acquire, the authority to offer Telephone Exchange Service to End Users and operate where one or more of the AT&T Inc. entities, hereinafter referred to, as applicable for the state to which this agreement by its terms applies:  BellSouth Telecommunications, Inc. d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee, Illinois Xxxx Telephone Company d/b/a AT&T Illinois, Xxxxxxx Xxxx Telephone Company Incorporated d/b/a AT&T Indiana, Michigan Xxxx Telephone Company d/b/a AT&T Michigan, Nevada Xxxx Telephone Company d/b/a AT&T Nevada, The Ohio Xxxx Telephone Company d/b/a AT&T Ohio, Pacific Xxxx Telephone Company d/b/a AT&T California, The Southern New England Telephone Company d/b/a AT&T Connecticut, Southwestern Xxxx Telephone Company d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma, AT&T Texas and Wisconsin Xxxx, Inc. d/b/a AT&T Wisconsin, the Incumbent Local Exchange Carrier(s).

NOW, THEREFORE, the Parties hereby agree as follows:

1.0 Introduction

1.1 This Agreement is composed of the foregoing recitals, the General Terms and Conditions (GT&C), set forth below, and certain Attachments, Schedules, Exhibits and Addenda immediately following this GT&C, all of which are hereby incorporated in this Agreement by this reference and constitute a part of this Agreement.

1.2 Definitions included within this Agreement in Section 2.0 below are provided solely as a means to inform and define common terms applicable to telecommunications products and services that may or may not be relevant to this Agreement and do not constitute or imply an obligation of AT&T-22STATE to provide access to such services as defined, unless expressly outlined elsewhere within the Agreement

2.0 Definitions

2.1 “Act” means the Communications Act of 1934 [47 U.S.C. 153], as amended by the Telecommunications Act of 1996, Public Law 104-104, 110 Stat. 56 (1996) codified throughout 47 U.S.C.

2.2 “Accessible Letter(s)” means the correspondence used to communicate pertinent information regarding AT&T-22STATE to the CARRIER community.

General Terms and Conditions/AT&T-22STATE

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Version: 2Q09 – Commercial Agreement – LWC 04/08/09

2.3 “Affiliate” is As Defined in the Act.

2.4 “Agreement” means the Commercial Agreement between AT&T-22STATE and CARRIER to which the Attachment Local Wholesale CompleteTM is attached and incorporated.

2.5 “Alternate Billing Service (ABS)” or “Alternately Billed Traffic (ABT)”, as described in the Alternately Billed Traffic “ABT” Attachment, means the service that allows End Users to xxxx calls to accounts that may not be associated with the originating line.  There are three types of ABS/ABT calls:  calling card, collect and third number billed calls.

2.6 “Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any Governmental Authority that apply to the Parties or the subject matter of this Agreement.

2.7 “As Defined in the Act” means as specifically defined by the Act.

2.8 “As Described in the Act” means as described in or required by the Act.

2.9 “AT&T Inc. (AT&T)” means the holding company which directly or indirectly owns the following ILECs:  BellSouth Telecommunications, Inc. d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T North Carolina, AT&T South Carolina, and AT&T Tennessee, Illinois Xxxx Telephone Company d/b/a AT&T Illinois, Xxxxxxx Xxxx Telephone Company Incorporated d/b/a AT&T Indiana, Michigan Xxxx Telephone Company d/b/a AT&T Michigan, Nevada Xxxx Telephone Company d/b/a AT&T Nevada, The Ohio Xxxx Telephone Company d/b/a AT&T Ohio, Pacific Xxxx Telephone Company d/b/a AT&T California, The Southern New England Telephone Company d/b/a AT&T Connecticut, Southwestern Xxxx Telephone Company d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma and/or AT&T Texas, and/or Wisconsin Xxxx, Inc. d/b/a AT&T Wisconsin.  As used in this Agreement, AT&T refers to the AT&T, Inc. ILECs only.

2.10 “AT&T-22STATE” means the AT&T-owned ILEC(s) doing business in Alabama, Arkansas, California, Connecticut, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Wisconsin.

2.11 “AT&T-21STATE” means the AT&T-owned ILEC(s) doing business in Alabama, Arkansas, California, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas and Wisconsin.

2.12 “AT&T-13STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, California, Connecticut, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas and Wisconsin.

2.13 “AT&T-12STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, California, Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas and Wisconsin.

2.14 “AT&T-10STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, Illinois, Indiana, Kansas, Michigan, Missouri, Ohio, Oklahoma, Texas and Wisconsin.

2.15 “AT&T-9STATE” means the AT&T-owned ILEC(s) doing business in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

2.16 “AT&T-8STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, California, Connecticut, Kansas, Missouri, Nevada, Oklahoma and Texas.

2.17 “AT&T-7STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, California, Kansas, Missouri, Nevada, Oklahoma and Texas.

2.18 “AT&T-4STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, Kansas, Missouri and Oklahoma.

2.19 “AT&T ALABAMA” means the AT&T-owned ILEC doing business in Alabama.

2.20 “AT&T ARKANSAS” means the AT&T-owned ILEC doing business in Arkansas.

2.21 “AT&T CALIFORNIA” means the AT&T-owned ILEC doing business in California.

2.22 “AT&T CONNECTICUT” means the AT&T-owned ILEC doing business in Connecticut.

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SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

2.23 “AT&T FLORIDA” means the AT&T-owned ILEC doing business in Florida.

2.24 “AT&T GEORGIA” means the AT&T-owned ILEC doing business in Georgia.

2.25 “AT&T ILLINOIS” means the AT&T-owned ILEC doing business in Illinois.

2.26 “AT&T INDIANA” means the AT&T-owned ILEC doing business in Indiana.

2.27 “AT&T KANSAS” means the AT&T-owned ILEC doing business in Kansas.

2.28 “AT&T KENTUCKY” means the AT&T-owned ILEC doing business in Kentucky.

2.29 “AT&T LOUISIANA” means the AT&T-owned ILEC doing business in Louisiana.

2.30 “AT&T MICHIGAN” means the AT&T-owned ILEC doing business in Michigan.

2.31 “AT&T MIDWEST REGION 5-STATE” means the AT&T-owned ILEC(s) doing business in Illinois, Indiana, Michigan, Ohio and Wisconsin.

2.32 “AT&T MISSISSIPPI” means the AT&T-owned ILEC doing business in Mississippi.

2.33 “AT&T MISSOURI” means the AT&T-owned ILEC doing business in Missouri.

2.34 “AT&T NEVADA” means the AT&T-owned ILEC doing business in Nevada.

2.35 “AT&T NORTH CAROLINA” means the AT&T-owned ILEC doing business in North Carolina.

2.36 “AT&T OHIO” means the AT&T-owned ILEC doing business in Ohio.

2.37 “AT&T OKLAHOMA” means the AT&T-owned ILEC doing business in Oklahoma.

2.38 “AT&T SOUTH CAROLINA” means the AT&T-owned ILEC doing business in South Carolina.

2.39 “AT&T SOUTHEAST REGION 9-STATE” means the AT&T-owned ILECS doing business in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee.

2.40 “AT&T SOUTHWEST REGION 5-STATE” means the AT&T-owned ILEC(s) doing business in Arkansas, Kansas, Missouri, Oklahoma and Texas.

2.41 “AT&T TENNESSEE” means the AT&T-owned ILEC doing business in Tennessee.

2.42 “AT&T TEXAS” means the AT&T-owned ILEC doing business in Texas.

2.43 “AT&T WEST REGION 2-STATE” means the AT&T-owned ILEC(s) doing business in California and Nevada.

2.44 “AT&T WISCONSIN” means the AT&T-owned ILEC doing business in Wisconsin.

2.45 “Audited Party” means the Party being audited by the Auditing Party.

2.46 “Auditing Party” means the Party conducting an audit of the Audited Party’s books, records, data and other documents.

2.47 “Automated Message Accounting (AMA)” means the structure that is inherent in switch technology that initially records Telecommunication message information.  AMA format is contained in the Automated Message Accounting document published by Telcordia (formerly known as Bellcore) as GR-1100-CORE, which defines and amends the industry standard for message recording.

2.48 “Xxxx Due Date” means thirty (30) calendar days from the xxxx date.

2.49 “Billed Party” means the recipient Party of a xxxx rendered from the Billing Party.

2.50 “Billing Party” means the Party rendering a xxxx.

2.51 “Business Day” means Monday through Friday, excluding holidays on which the applicable AT&T-22STATE ILEC does not provision new retail services and products.

General Terms and Conditions/AT&T-22STATE

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SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

2.52 “Busy Line Verification (BLV)” means a service whereby an End User requests an operator to confirm the busy status of a line.

2.53 “CABS” means the Carrier Access Billing System.

2.54 “Calling Name Delivery Service (CNDS)” means a service that enables a terminating End User to identify the calling party by a displayed name before a call is answered.  The calling party’s name is retrieved from a calling name database and delivered to the End User’s premise between the first and second ring for display on compatible End User premises equipment.

2.55 “Carrier” means a telephone company certificated by the Commission to provide local Exchange Service within AT&T-22STATE’s franchised area.

2.56 “Cash Deposit” means a cash security deposit in U.S. dollars held by AT&T-22STATE.

2.57 “Centralized Message Distribution System (CMDS)” means the industry-wide data collection system, which handles the daily exchange of message details between CMDS participating telephone companies (also known as CMDS Direct Participants).  AT&T-22STATE is a CMDS Direct Participant.

2.58 “Central Office Switch (CO)” means the switching entity within the public switched Telecommunications network, including but not limited to:  “End Office Switch” or “End Office” means the switching machine that directly terminates traffic to and receives traffic from purchasers of local Exchange Services.  An End Office Switch does not include a PBX.  “Tandem Office Switch” or “Tandem(s)” are used to connect and switch trunk circuits between and among other Central Office Switches.  A Tandem Switch does not include a PBX.

2.59 “Claim” means any pending or threatened claim, action, proceeding or suit.

2.60 “Commission” means the applicable State agency with regulatory authority over certain Telecommunications Services.  The following is a list of the appropriate State agencies:

2.60.1 the Alabama Public Service Commission (APSC);

2.60.2 the Arkansas Public Service Commission (AR-PSC);

2.60.3 the California Public Utilities Commission (CPUC);

2.60.4 the Connecticut Department of Public Utility Control (DPUC);

2.60.5 the Florida Public Service Commission (FPSC);

2.60.6 the Georgia Public Service Commission (GPSC);

2.60.7 the Illinois Commerce Commission (IL-CC);

2.60.8 the Indiana Utility Regulatory Commission (IURC);

2.60.9 the Kansas Corporation Commission (KS-CC);

2.60.10 the Kentucky Public Service Commission (KPSC);

2.60.11 the Louisiana Public Service Commission (LPSC);

2.60.12 the Michigan Public Service Commission (MI-PSC);

2.60.13 the Mississippi Public Service Commission (MPSC);

2.60.14 the Missouri Public Service Commission (MO-PSC);

2.60.15 the Public Utilities Commission of Nevada (NV-PUC);

2.60.16 the North Carolina Utilities Commission (NCUC);

2.60.17 the Public Utilities Commission of Ohio (PUC-OH);

2.60.18 the Oklahoma Corporation Commission (OK-CC);

General Terms and Conditions/AT&T-22STATE

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SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

2.60.19 the Public Service Commission of South Carolina (PSCSC);

2.60.20 the Tennessee Regulatory Authority (TRA);

2.60.21 the Public Utility Commission of Texas (PUC-TX); and

2.60.22 the Public Service Commission of Wisconsin (PSC-WI).

2.61 “Common Channel Signaling (CCS)” means an out-of-band, packet-switched, signaling network used to transport supervision signals, control signals, and data messages.  It is a special network, fully separate from the transmission path of the public switched network.  Unless otherwise agreed by the Parties, the CCS protocol used by the Parties shall be SS7.

2.62 “Common Language Location Identifier (CLLI)” means the codes that provide a unique 11-character representation of a network interconnection point.  The first 8 characters identify the city, state and building location, while the last three (3) characters identify the network component.

2.63 “Competitive Local Exchange Carrier (CARRIER)” means a telephone company certificated by the Commission to provide local Exchange Service within AT&T-22STATE’s franchised area.

2.64 “Customer Usage Data” means the Telecommunications Services usage data of CARRIER End User measured in minutes, sub-minute increments, message units, or otherwise, that is recorded by AT&T-22STATE and forwarded to CARRIER.

2.65 “Customer Name and Address Information (CNAM)” means the name, service address and telephone numbers of a Party’s End Users for a particular Exchange Area.  CNAM includes non-published listings, coin telephone information and published listings.

2.66 “Daily Usage File” or “DUF” or “Usage Extract” means a service which provides End User usage call records as described in this Agreement.

2.67 “Delaying Event” means any failure of a Party to perform any of its obligations set forth in this Agreement, caused in whole or in part by:

2.67.1 the failure of the other Party to perform any of its obligations set forth in this Agreement, including but not limited to a Party’s failure to provide the other Party with accurate and complete Service Orders;

2.67.2 any delay, act or failure to act by the other Party or its End User, agent or subcontractor; or

2.67.3 any Force Majeure Event.

2.68 “Dialing Parity” means As Defined in the Act.  As used in this Agreement, Dialing Parity refers to both Local dialing Parity and Toll Dialing Parity.

2.69 “Discontinuance Notice” means the written Notice sent by the Billing Party to the other Party that notifies the Non-Paying Party that in order to avoid disruption or disconnection of the Products and/or Services, furnished under this Agreement, the Non-Paying Party must remit all Unpaid Charges to the Billing Party within fifteen (15) calendar days following receipt of the Billing Party’s Notice of Unpaid Charges.

2.70 “Disputed Amounts” as used in Section 11.8 below, means the amount that the Disputing Party contends is incorrectly billed.

2.71 “Disputing Party” as used in Section 11.8 below, means the Party to this Agreement that is disputing an amount in a xxxx rendered by the Billing Party.

2.72 “Electronic File Transfer” means any system or process that utilizes an electronic format and protocol to send or receive data files.

2.73 “End User(s)” means a Third Party residence or business that subscribes to Telecommunications Services provided by any of the Parties at retail.  As used herein, the term “End User(s)” does not include any of the Parties to this Agreement with respect to any item or service obtained under this Agreement.

General Terms and Conditions/AT&T-22STATE

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SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

2.74 “Enhanced Service Provider (ESP)” means the provider of enhanced services, as those services are defined in 47 CFR Section 64.702.

2.75 “Exchange Access” means As Defined in the Act.

2.76 “Exchange Area” means an area, defined by the Commission, for which a distinct local rate schedule is in effect.

2.77 “Exchange Message Interface (EMI)” (formerly Exchange Message Record “EMR”) means the standard used for exchange of Telecommunications message information among Telecommunications Carriers for billable, non-billable, CABS, sample, settlement and study data.  EMI format is contained in Telcordia Practice BR-010-200-010, XXXX Exchange Message Record and the Alliance for Telecommunications Industry Solutions (ATIS) document, ATIS-0406000-xxxx.  (xxxx refers to the year of publication)

2.78 “Exchange Service” means Telephone Exchange Service As Defined in the Act.

2.79 “FCC” means the Federal Communications Commission.

2.80 “Fraud Monitoring System” means an off-line administration system that monitors suspected occurrences of ABT-related fraud.

2.81 “Governmental Authority” means any federal, state, local, foreign, or international court, government, department, commission, board, bureau, agency, official, or other regulatory, administrative, legislative, or judicial authority with jurisdiction over the subject matter at issue.

2.82 “Incumbent Local Exchange Carrier (ILEC)” is As Defined in the Act.

2.83 “Intellectual Property” means copyrights, patents, trademarks, trade secrets, mask works and all other intellectual property rights.

2.84 “Integrated Services Digital Network (ISDN)” means a switched network service that provides end-to-end digital connectivity for the simultaneous transmission of voice and data.  Basic Rate Interface-ISDN (BRI-ISDN) provides for a digital transmission of two (2) 64 Kbps bearer channels and one (1) 16 Kbps data channel (2B+D).

2.85 “Interexchange Carrier (IXC)” means a carrier that provides, directly or indirectly, interLATA or intraLATA Telephone Toll Services.

2.86 “InterLATA” is As Defined in the Act.

2.87 “IntraLATA Toll Traffic” means the IntraLATA traffic, regardless of the transport protocol method, between two locations within one LATA where one of the locations lies outside of the mandatory local calling area as defined by the Commission.

2.88 “Jurisdictional Identification Parameter (JIP)” is an existing six (6) digit (NPA-NXX) field in the SS7 message.  This field designates the first point of switching.

2.89 “Late Payment Charge” means the charge that is applied when a CARRIER fails to remit payment for any charges by the Xxxx Due Date, or if payment for any portion of the charges is received from CARRIER after the Xxxx Due Date, or if payment for any portion of the charges is received in funds which are not immediately available or received by AT&T-22STATE as of the Xxxx Due Date, or if the CARRIER does not submit the Remittance Information.

2.90 “LEC-carried” means the transport of calls or messages on a Carrier’s network.

2.91 “Letter of Credit” means the unconditional, irrevocable standby bank letter of credit from a financial institution acceptable to AT&T-22STATE naming the AT&T-owned ILEC(s) designated by AT&T-22STATE as the beneficiary(ies) thereof and otherwise on the AT&T-22STATE Letter of Credit form.

2.92 “Line Information Data Base (LIDB)” means a transaction-oriented database system that functions as a centralized repository for data storage and retrieval.  LIDB is accessible through CCS networks.  LIDB contains records associated with End User line numbers and special billing numbers.

2.93 “Line Side” means the End Office switch connections that have been programmed to treat the circuit as a local line connected to a terminating station (e.g., an ordinary subscriber’s telephone station set, a PBX, answering machine, facsimile machine or computer).  Line Side connections offer only those transmission and signal features appropriate for a connection between an End Office and such terminating station.

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SouthEast Telephone, Inc.

Version: 2Q09 – Commercial Agreement – LWC 04/08/09

2.94 “Local Access and Transport Area (LATA)” is As Defined in the Act.

2.95 “Local Exchange Carrier (LEC)” is As Defined in the Act.

2.96 “Local Exchange Routing Guide (LERG)” means the Telcordia Reference document used by Telecommunications Carriers to identify NPA-NXX routing and homing information as well as Network element and equipment designations.

2.97 “Local Number Portability (LNP)” means the ability of users of Telecommunications Services to retain the presence of a previously existing telephone number(s).

2.98 “Local Wholesale Complete (LWC)” refers collectively to the technology packages, operational support capabilities, and certain ancillary services supporting the provision of local exchange service by CARRIER, that are offered by AT&T-22STATE as an end-to-end service under this Agreement.

2.99 “Location Routing Number (LRN)” means the ten (10) digit number that is assigned to the network switching elements (Central Office-Host and Remotes as required) for the routing of calls in the network.  The first six (6) digits of the LRN will be one of the assigned NPA NXX of the switching element.  The purpose and functionality of the last four (4) digits of the LRN have not yet been defined but are passed across the network to the terminating switch.

2.100 “Local Service Provider (LSP)” means the LEC that provides retail local Exchange Service to an End User.  The LSP may or may not provide any physical network components to support the provision of that End User’s service.

2.101 “Local Service Request (LSR)” means the form used to input orders to the Local Service Center (LSC) by CARRIER, including, but not limited to orders to add, establish, change or disconnect services.

2.102 “Main Distribution Frame (MDF)” means the termination frame for outside facility and inter-exchange office equipment at the CO.

2.103 “Multiple Exchange Carrier Access Billing” or “MECAB” means the document prepared by the Billing Committee of the OBF, which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS).  The MECAB document, published by ATIS as ATIS/OBF-MECAB-Issue 6, February 1998, contains the recommended guidelines for the billing of access services provided to an IXC by two or more LECs, or by one LEC in two or more states within a single LATA.

2.104 “Network Data Mover (NDM)” or “Connect Direct” means the industry standard protocol for transferring information electrically.

2.105 “Non-Paying Party” is the Party that has not made payment by the Xxxx Due Date of all amounts within the xxxx rendered by the Billing Party.

2.106 “North American Numbering Plan (NANP)” means the numbering architecture in which every station in the NANP Area is identified by a unique ten (10)-digit address consisting of a three (3)-digit NPA code, a three (3)- digit central office code of the form NXX, and a four (4)-digit line number of the form XXXX.

2.107 “Numbering Plan Area (NPA),” also called area code, means the three (3)-digit code that occupies the A, B, C positions in the ten (10)-digit NANP format that applies throughout the NANP Area.  NPAs are of the form NXX, where N represents the digits two (2) through nine (9) and X represents any digit zero (0) through nine (9).  In the NANP, NPAs are classified as either geographic or non-geographic:  a) Geographic NPAs are NPAs which correspond to discrete geographic areas within the NANP Area:  b) Non-geographic NPAs are NPAs that do not correspond to discrete geographic areas, but which are instead assigned for services with attributes, functionalities, or requirements that transcend specific geographic boundaries.  The common examples are NPAs in the N00 format, (e.g., 800).

2.108 “Number Portability” is As Defined in the Act.

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2.109 “NXX” or “Central Office Code” is the three (3)-digit switch entity indicator that is defined by the fourth (4th) through sixth (6th) digits of a ten (10)-digit telephone number within the NANP.  Each NXX Code contains 10,000 station numbers.

2.110 “Operating Company Number (OCN)” means the numeric Company Code assigned by NECA identifying CARRIER as a Resale or UNE provider.

2.111 “Operations Support Systems (OSS)” means the suite of functions which permits CARRIER to interface to the ILEC for pre-ordering, ordering, provisioning, maintenance/repair and billing as described in the Attachment OSS herein.

2.112 “Ordering and Billing Forum (OBF)” means the forum comprised of local telephone companies and inter-exchange carriers (IXCs), whose responsibility is to create and document Telecommunication industry guidelines and standards.

2.113 “Out of Exchange LEC (OE-LEC)” means a LEC operating within AT&T-22STATE’s incumbent local Exchange Area and provides Telecommunications Services utilizing NPA-NXXs identified to reside in a Third Party ILEC’s local Exchange Area.

2.114 “Out of Exchange Traffic” is defined as local, transit, or intraLATA traffic to or from a non-AT&T-22STATE ILEC Exchange Area.

2.115 “Party” means either CARRIER or the AT&T-owned ILEC; use of the term “Party” includes each of the AT&T-owned ILEC(s) that is a Party to this Agreement.  “Parties” means both CARRIER and the AT&T-owned ILEC.

2.116 “Past Due” means when a CARRIER fails to remit payment for any charges by the Xxxx Due Date, or if payment for any portion of the charges is received from CARRIER after the Xxxx Due Date, or if payment for any portion of the charges is received in funds which are not immediately available to AT&T-22STATE as of the Xxxx Due Date (individually and collectively means Past Due).

2.117 “Person” means an individual or a partnership, an association, a joint venture, a corporation, a business or a trust or other entity organized under Applicable law, an unincorporated organization or any Governmental Authority.

2.118 “Referral Announcement” means the process by which calls are routed to an announcement that states the new telephone number of an End User.

2.119 “Remittance Information” means the information that must specify the Billing Account Numbers (BANs) paid; invoices paid and the amount to be applied to each BAN and invoice.

2.120 “Routing Point” means the location which a LEC has designated on its own network as the homing or routing point for traffic inbound to Exchange Service provided by the LEC which bears a certain NPA-NXX designation.  The Routing Point is employed to calculate mileage measurements for the distance-sensitive transport element charges of Switched Access services.  The Routing Point need not be the same as the Rating Point, nor must it be located within the Rate Center area, but must be in the same LATA as the NPA-NXX.

2.121 “Service Start Date” means the date on which services were first supplied under this Agreement.

2.122 “Service Switching Point (SSP)” means the telephone Central Office Switch equipped with a Signaling System 7 (SS7) interface.

2.123 “Serving Wire Center (SWC)” means the Wire Center that serves the area in which the other Party’s or a Third Party’s Wire Center, aggregation point, point of termination, or point of presence is located.

2.124 “Signaling System 7 (SS7)” means a signaling protocol used by the CCS Network.

2.125 “Signal Transfer Point (STP)” performs a packet switching function that routes signaling messages among Service Switching Points (SSP), Service Control Points (SCP), Signaling Points (SP), and other STPs in order to set up calls and to query databases for Advanced Services.

2.126 “Surety Bond” means a bond from a Bond company with a credit rating by AMBEST better than a “B”.  The bonding company shall be certified to issue bonds in a state in which this Agreement is approved.

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2.127 “Tax” or “Taxes” means any and all federal, state, or local sales, use, excise, gross receipts, transfer, transaction or similar taxes or tax-like fees of whatever nature and however designated, including any charges or other payments, contractual or otherwise, for the use of streets or rights-of-way, whether designated as franchise fees or otherwise, and further including any legally permissible surcharge of or with respect to any of the foregoing, which are imposed or sought to be imposed on or with respect to, or measured by the charges or payments for, any products or services purchased under this Agreement.

2.128 “Telecommunications” is As Defined in the Act.

2.129 “Telecommunications Carrier” is As Defined in the Act.

2.130 “Telecommunications Service” is As Defined in the Act.

2.131 “Telephone Exchange Service” is As Defined in the Act.

2.132 “Telephone Toll Service” is As Defined in the Act.

2.133 “Third Party” is any Person other than a Party.

2.134 “Toll Billing Exception Service (TBE)” means a service that allows End Users to restrict third number billing or collect calls to their lines.

2.135 “Trunk” means a communication line between two switching systems.

2.136 “Trunk-Side” means the Central Office Switch connection that is capable of, and has been programmed to treat the circuit as connecting to another switching entity (for example another Central Office Switch).  Trunk-Side connections offer those transmission and signaling features appropriate for the connection of switching entities and cannot be used for the direct connection of ordinary telephone station sets.

2.137 “Unpaid Charges” means any charges billed to the Non-Paying Party that the Non-Paying Party did not render full payment to the Billing Party by the Xxxx Due Date, including where funds were not accessible.

2.138 “Wire Center” means the location of one or more local switching systems.  It is also a point at which End User’s loops within a defined geographic area converge.  Such local loops may be served by one (1) or more Central Office Switches within such premises.

3.0 Interpretation and Construction

3.1 Definitions:

3.1.1 For purposes of this Agreement, certain terms have been defined in this Agreement to encompass meanings that may differ from, or be in addition to, the normal connotation of the defined word.  Unless the context clearly indicates otherwise, any term defined or used in the singular will include the plural.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation” and/or “but not limited to”.  The words “will” and “shall” are used interchangeably throughout this Agreement and the use of either connotes a mandatory requirement.  The use of one or the other will not mean a different degree of right or obligation for either Party.  A defined word intended to convey its special meaning is capitalized when used.  Other terms that are capitalized and not defined in this Agreement will have the meaning in the Act, or in the absence of their inclusion in the Act, their customary usage in the Telecommunications industry as of the Effective Date.

3.2 Headings Not Controlling:

3.2.1 The headings and numbering of Sections, Parts, Attachments, Schedules and Exhibits to this Agreement are for convenience only and shall not be construed to define or limit any of the terms herein or affect the meaning or interpretation of this Agreement.

3.2.2 This Agreement incorporates a number of Attachments which, together with their associated Exhibits, Schedules and Addenda, constitute the entire Agreement between the Parties.  In order to facilitate use and comprehension of the Agreement, the Attachments have been grouped under broad headings.  It is understood that these groupings are for convenience of reference only, and are not intended to limit the applicability that any particular Attachment, Exhibit, Schedule or Addenda may otherwise have.

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3.3 Referenced Documents:

3.3.1 Any reference throughout this Agreement to an industry guideline, AT&T-22STATE’s technical guideline or referenced AT&T-22STATE business rule, guide or other such document containing processes or specifications applicable to the services provided pursuant to this Agreement, shall be construed to refer to only those provisions thereof that are applicable to these services, and shall include any successor or replacement versions thereof, all as they are amended from time to time and all of which are incorporated herein by reference, and may be found at AT&T-22STATE’s CLEC Online website.

3.4 References:

3.4.1 References herein to Sections, Paragraphs, Attachments, Exhibits, Parts and Schedules shall be deemed to be references to Sections, Paragraphs, Attachments and Parts of, and Exhibits, Schedules to this Agreement, unless the context shall otherwise require.

3.5 Conflict in Provisions:

3.5.1 If any definitions, terms or conditions in any given Attachment, Exhibit, Schedule or Addenda differ from those contained in the main body of this Agreement, those definitions, terms or conditions will supersede those contained in the main body of this Agreement, but only in regard to the products, services or activities listed in that particular Attachment, Exhibit, Schedule or Addenda.  In particular, if an Attachment contains a Term length that differs from the Term length in the main body of this Agreement, the Term length of that Attachment will control the length of time that services or activities are to occur under that Attachment, but will not affect the Term length of the remainder of this Agreement.

3.6 Joint Work Product:

3.6.1 This Agreement is the joint work product of the Parties and has been negotiated by the Parties and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against either Party.

3.6.2 If any provision of this Agreement is rejected or held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.  If necessary to affect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.  The Parties negotiated the terms and conditions of this Agreement for Products and/or Services as a total arrangement and it is intended to be non-severable.

3.7 Incorporation by Reference:

3.7.1 All of the rates, terms and conditions (“Provisions”) set forth in this Agreement (including any and all Attachments, and/or Schedules hereto) and every Product and/or Service provided hereunder, are subject to all other Provisions contained in this Agreement and all such Provisions are integrally related.

3.8 State-Specific Rates, Terms and Conditions:

3.8.1 For ease of administration, this multi-state Agreement may contain certain specified rates, terms and conditions which may apply only in a designated state (“state-specific terms”).

3.8.2 State-specific terms, as the phrase is described in Section 3.8.1 above, have been negotiated by the Parties only as to the states where this Agreement has been executed.  When the Parties negotiate an agreement for an additional state, neither Party shall be precluded by any language in this Agreement from negotiating state-specific terms for the state in which they are to apply.

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3.9 Scope of Obligations:

3.9.1 Notwithstanding anything to the contrary contained herein, AT&T-22STATE’s obligations under this Agreement shall apply only to:

3.9.1.1 the specific operating area(s) or portion thereof in which AT&T-22STATE is then deemed to be the ILEC under the Act (the “ILEC Territory”), and only to the extent that the CARRIER is operating and offering service to End Users identified to be residing in such ILEC Territory; and

3.9.1.2 assets that AT&T-22STATE owns or leases and which are used in connection with AT&T-22STATE’s provision to CARRIER of any Products and/or Services provided or contemplated under this Agreement referenced herein (individually and collectively, the “ILEC Assets”).

3.9.2 This Agreement sets forth the terms and conditions pursuant to which AT&T-22STATE agrees to provide CARRIER with access to the products and services governed by the rates, terms and conditions set forth in this Agreement in AT&T-22STATE’s incumbent local Exchange Areas for the provision of CARRIER’s Telecommunications Services.  AT&T-22STATE has no obligation to provide such products and/or services to CARRIER for the purposes of CARRIER providing and/or extending service outside of AT&T-22STATE’s incumbent local Exchange Areas.  Therefore, the Parties understand and agree that the rates, terms and conditions set forth in this Agreement shall only apply to the Parties and be available to CARRIER for provisioning Telecommunication Services within an AT&T-22STATE incumbent local Exchange Area(s) in the State in which this Agreement is in effect.

3.10 Affiliates:

3.10.1 This Agreement, including subsequent amendments, if any, shall bind AT&T-22STATE, CARRIER and any entity that currently or subsequently is owned or controlled by or under common ownership or control with CARRIER.  CARRIER further agrees that the same or substantially the same terms and conditions shall be incorporated into any separate agreement between AT&T-22STATE and any such CARRIER Affiliate that continues to operate as a separate entity.  This Agreement shall remain effective as to CARRIER and any such CARRIER Affiliate for the term of this Agreement as stated herein, (subject to any early termination due to default), until either AT&T-22STATE or CARRIER or any such CARRIER Affiliate institutes renegotiation consistent with the provisions of this Agreement for renewal and term.  Notwithstanding the foregoing, this Agreement will not supersede a currently effective agreement between any such CARRIER Affiliate and AT&T-22STATE until the expiration of such other agreement.

4.0 Notice of Changes - Section 251(c)(5)

4.1 Nothing in this Agreement shall limit either Party’s ability to upgrade its network through the incorporation of new equipment, new software or otherwise or to otherwise change and/or modify its network including, without limitation, through the retirement and/or replacement of equipment, software or otherwise.  Each Party agrees to comply with the Network Disclosure rules adopted by the FCC in CC Docket No. 96-98, Second Report and Order, codified at 47 C.F.R 51.325 through 51.335, as such rules may be amended from time to time (the “Network Disclosure Rules”).

5.0 Responsibilities of the Parties

5.1 Each Party is solely responsible for all products and services it provides to its End Users and to other Telecommunications Carriers.

5.2 Each Party shall act in good faith in its performance under this Agreement and, in each case in which a Party’s consent or agreement is required or requested hereunder, such Party shall not unreasonably withhold or delay such consent or agreement.

6.0 Insurance

6.1 At all times during the term of this Agreement, CARRIER shall keep and maintain in force at its own expense the following minimum insurance coverage and limits and any additional insurance and/or bonds required by Applicable Law:

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6.1.1 With respect to CARRIER s performance under this Agreement, and in addition to CARRIER’s obligation to indemnify, CARRIER shall at its sole cost and expense:

6.1.1.1 maintain the insurance coverage and limits required by this Section 6.0 and any additional insurance and/or bonds required by law:

6.1.1.1.1 at all times during the term of this Agreement and until completion of all work associated with this Agreement is completed, whichever is later.

6.1.1.2 require each subcontractor who may perform work under this Agreement or enter upon the work site to maintain coverage, requirements, and limits at least as broad as those listed in this Section 6.0 from the time when the subcontractor begins work, throughout the term of the subcontractor’s work; and

6.1.1.3 procure the required insurance from an insurance company eligible to do business in the state or states where work will be performed and having and maintaining a Financial Strength Rating of “A-” or better and a Financial Size Category of “VII” or better, as rated in the A.M.  Best Key Rating Guide for Property and Casualty Insurance Companies, except that, in the case of Workers’ Compensation insurance, CARRIER may procure insurance from the state fund of the state where work is to be performed; and

6.1.1.4 deliver to AT&T-22STATE certificates of insurance stating the types of insurance and policy limits.  CARRIER shall provide or will endeavor to have the issuing insurance company provide at least 30 days advance written notice of cancellation, non-renewal, or reduction in coverage, terms, or limits to AT&T-22STATE.  CARRIER shall deliver such certificates:

6.1.1.4.1 prior to execution of this Agreement and prior to commencement of any Work.

6.1.1.4.2 prior to expiration of any insurance policy required in this Section 6.0.

6.1.2 The Parties agree:

6.1.2.1 the failure of AT&T-22STATE to demand such certificate of insurance or failure of AT&T-22STATE to identify a deficiency will not be construed as a waiver of CARRIER’s obligation to maintain the insurance required under this Agreement;

6.1.2.2 that the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect CARRIER, nor be deemed as a limitation on CARRIER’s liability to AT&T-22STATE in this Agreement;

6.1.2.3 CARRIER may meet the required insurance coverages and limits with any combination of primary and Umbrella/Excess liability insurance; and

6.1.2.4 CARRIER is responsible for any deductible or self-insured retention.

6.2 The insurance coverage required by this Section 6.0 includes:

6.2.1 Workers’ Compensation insurance with benefits afforded under the laws of any state in which the work is to be performed and Employers Liability insurance with limits of at least:

6.2.1.1 $500,000 for Bodily Injury – each accident; and

6.2.1.2 $500,000 for Bodily Injury by disease – policy limits; and

6.2.1.3 $500,000 for Bodily Injury by disease – each employee.

6.2.1.4 To the fullest extent allowable by Law, the policy must include a waiver of subrogation in favor of AT&T-22STATE, its Affiliates, and their directors, officers and employees.

6.2.2 In states where Workers’ Compensation insurance is a monopolistic state-run system, CARRIER shall add Stop Gap Employers Liability with limits not less than $500,000 each accident or disease.

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6.2.3 Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 12 04 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with limits of at least:

6.2.3.1 $2,000,000 General Aggregate limit; and

6.2.3.2 $1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence; and

6.2.3.3 $1,000,000 each occurrence limit for Personal Injury and Advertising Injury; and

6.2.3.4 $2,000,000 Products/Completed Operations Aggregate limit; and

6.2.3.5 $1,000,000 each occurrence limit for Products/Completed Operations; and

6.2.3.6 $1,000,000 Damage to Premises Rented to You (Fire Legal Liability).

6.2.4 The Commercial General Liability insurance policy must:

6.2.4.1 include AT&T-22STATE, its Affiliates, and their directors, officers, and employees as Additional Insured CARRIER; and

6.2.4.2 be primary and non-contributory with respect to any insurance or self-insurance that is maintained by AT&T-22STATE.

6.2.5 Automobile Liability insurance with minimum limits of $1,000,000 combined single limit per accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles.

6.3 This Section 6.0 is a general statement of insurance requirements and shall be in addition to any specific requirement of insurance referenced elsewhere in this Agreement or a Referenced Instrument.

7.0 Assignment

7.1 CARRIER may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, to a non-affiliate without the prior written consent of AT&T-22STATE.  Any attempted assignment or transfer that is not permitted is void ab initio.

7.2 CARRIER may assign or transfer this Agreement and all rights and obligations hereunder, whether by operation of law or otherwise, to its Affiliate by providing sixty (60) calendar days advance written Notice of such assignment or transfer to AT&T-22STATE; provided that such assignment or transfer is not inconsistent with Applicable Law (including the Affiliate’s obligation to obtain and maintain proper Commission certification and approvals) or the terms and conditions of this Agreement.  Notwithstanding the foregoing, CARRIER may not assign or transfer this Agreement, or any rights or obligations hereunder, to its Affiliate if that Affiliate is a party to a separate commercial agreement with AT&T-22STATE.  Any attempted assignment or transfer that is not permitted is void ab initio.

7.3 Corporate Name Change and/or change in “d/b/a” only:

7.3.1 Any assignment or transfer of an Agreement wherein only the CARRIER name is changing, and which does not include a change to a CARRIER OCN/ACNA, constitutes a CARRIER Name Change.  For a CARRIER Name Change, CARRIER will incur a record order charge for each CARRIER CABS BAN.  Rates for service order charges are contained in the LWC Pricing Schedules.

7.4 Company Code Change:

7.4.1 Any assignment or transfer of an Agreement associated with the transfer or acquisition of “assets” provisioned under that Agreement, where the OCN/ACNA formerly assigned to such “assets” is changing constitutes a “CARRIER Company Code Change”.  For the purposes of this Section 7.0, “assets” means any product or service provided under that Agreement.  CARRIER shall provide AT&T-22STATE with ninety (90) calendar days advance written Notice of any assignment associated with a CARRIER Company Code Change and obtain AT&T-22STATE’s consent.  AT&T-22STATE shall not unreasonably withhold consent to a CARRIER Company Code Change; provided, however, AT&T-22STATE’s consent to any CARRIER Company Code Change is contingent upon cure of any outstanding charges, owed under this Agreement and any outstanding charges associated with the “assets” subject to the AT&T Wholesale Customer Merger and Acquisition process.  In addition, CARRIER acknowledges that CARRIER may be required to tender additional assurance of payment if requested under the terms of this Agreement.

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7.4.2 For any CARRIER Company Change, CARRIER must submit a service order changing the OCN/ACNA for each End User record or each circuit ID number as applicable.  CARRIER shall pay the appropriate service order charges as applicable for each service order submitted to accomplish a Company Code Change.  In addition, CARRIER shall submit a new OSQ to update any OS/DA Rate Reference information and Branding pursuant to the rates specified in the Pricing Schedule to this Agreement

7.5 Assignment of any Telecommunications Service:

7.5.1 Any assignment or transfer of any product or Service provisioned pursuant to this Agreement without the transfer or the assignment of this Agreement shall be deemed a CARRIER to CARRIER Mass Migration.  The CARRIER that is a Party to this Agreement shall provide AT&T-22STATE with ninety (90) calendar days advance written Notice of any CARRIER to CARRIER Mass Migration.  CARRIER’s written Notice shall include the anticipated effective date of the assignment or transfer.  The acquiring CARRIER must cure any outstanding charges associated with any Product and/or Service to be transferred.  In addition, the acquiring CARRIER may be required to tender additional assurance of payment if requested under the terms of the acquiring CARRIER’s agreement.

7.5.2 Both CARRIERs involved in any CARRIER to CARRIER Mass Migration shall comply with all Applicable Law relating thereto, including but not limited to all FCC and state Commission rules relating to notice(s) to End Users.  The acquiring CARRIER shall be responsible for issuing all service orders required to migrate any product or service provided hereunder.  The appropriate service order charge(s) will apply as specified in the Pricing Schedule to the acquiring CARRIER’s agreement.  The acquiring CARRIER shall also submit a new Operator Services Questionnaire (OSQ) to update any OS/DA Rate Reference information and Branding pursuant to the rates specified in the Pricing Schedule to the acquiring CARRIER’s agreement.

7.6 Project Coordination:

7.6.1 When mutually agreed to by both Parties, AT&T-22STATE will provide project management support to effectuate changes of the types identified in Section 7.5 above.

7.6.1.1 AT&T-22STATE will provide project management support to minimize any possible service outages during any CARRIER to CARRIER Mass Migration.  Should AT&T-22STATE’s most current version of LSOR or ASOR guidelines not support the required order activity, AT&T-22STATE will issue service orders at the manual service order rate, as specified in the Pricing Schedule to this Agreement, based upon type of service provided, and on the condition that CARRIER provides to AT&T-22STATE any and all information AT&T-22STATE reasonably requests to effectuate such changes.

7.7 Referral Announcement:

7.7.1 When an End User changes its service provider from AT&T-22STATE to CARRIER or from CARRIER to AT&T-22STATE and does not retain its original telephone number, the Party formerly providing service to such End User shall furnish a referral announcement (“Referral Announcement”) on the original telephone number that specifies the End User’s new telephone number in accordance with any applicable state laws, rules and tariffs.

8.0 Effective Date, Term and Termination

8.1 Effective Date:

8.1.1 In AT&T-22STATE, the Effective Date of this Agreement shall be the earlier of:  a) ten (10) calendar days after both Parties’ final authorizing signatures have been affixed to this Agreement; or b) one (1) day after the earlier expiration date of any existing Commercial Agreements between the Parties governing the products and services in this Agreement for AT&T-13STATE and/or AT&T-9STATE, as applicable (the “Effective Date”).

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8.2 Term:

8.2.1 Unless terminated for breach (including nonpayment), the term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on December 31, 2011 (the “Term”).  This Agreement shall automatically terminate on the first day following the Expiration Date of the Term (“Termination Date”), unless both Parties otherwise agree to extend the Term in writing via an amendment to this Agreement.  Otherwise, upon the Termination Date of this Agreement, neither Party shall have any further obligation under this Agreement, except as otherwise set forth in this Section 8.0 and pursuant to Survival, Section 38.0 below.

8.2.2 Either on or following the termination date of this Agreement, if the Parties have not entered into a new agreement or are in active negotiations as described herein, neither Party should have any further obligation under this Agreement in such state (or states) except that:

8.2.2.1 Each Parties’ confidentiality obligations shall survive; and

8.2.2.2 Each Party shall promptly pay all amounts (including any late fees as applicable) owed under this Agreement:

8.2.2.2.1 As provided in Section 38.0 below, Survival; and

8.2.2.2.2 As may be provided elsewhere in this Agreement (including the Attachments).

8.3 Termination for Nonperformance or Breach:

8.3.1 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Product and/or Services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written Notice thereof.  If the Party against which the claim of nonperformance or breach is made materially and in good faith disagrees with the claim, it shall notify the claiming Party of its disagreement in writing by 5:00 p.m. Central Time of the 14th day following receipt of the nonperformance/breach notice, providing with specificity the basis for its disagreement, and the dispute shall then be resolved between the Parties pursuant to Section 11 (as to billing disputes) and Section 12 above.  If the nonperformance/breach is not disputed in a timely manner, the Party shall cure the nonperformance/breach and certify in writing to the other by deadline on the 45th day that the nonperformance/breach has been cured.  If the nonperforming Party fails to cure such nonperformance or breach within the forty-five (45) calendar day period provided for within the original Notice, then the terminating Party will provide a subsequent written Notice of the termination of this Agreement and such termination shall take effect immediately upon delivery of written Notice to the other Party.

8.4 Termination for Federal or State Governmental Action:

8.4.1 AT&T-22STATE shall have the right to terminate this Agreement in whole or in part, upon written notice to CARRIER, in the event that any federal action, or state government (including by a regulatory agency, a court, or a legislature) requires AT&T-22STATE to:  a) provide, modify, or otherwise make available this Agreement or any part of this Agreement to CARRIER, any other telecommunications carrier, or any other person or entity, or b) permit or otherwise allow CARRIER, any other telecommunications carrier or any other person or entity to obtain any of the provisions of this Agreement as they were agreed to by the Parties, including by way of example, at prices or price structure/application or arrangements different than agreed to in this Agreement as a whole by the Parties.  If such state government action only occurs in one state, AT&T-22STATE shall have the right to terminate the Agreement in that state by written notice to CARRIER.  If such government action occurs at the federal level or in two or more states, AT&T-22STATE shall have the right to terminate, at its election, the Agreement in its entirety or, alternatively, only in one or more of the affected states, by written notice to CARRIER.

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8.4.2 Any termination or invalidation of this Agreement under this Section 8.4 shall be effective as of the day before the CARRIER effective date of such governmental action that triggered the invalidation or right to terminate, and AT&T-22STATE and CARRIER agree to expeditiously adopt an d implement a transition plan to avoid or minimize impact on CARRIER’s customers (including without limitation its end user customers) who are being served using the products and/or services hereunder.

8.5 Termination due to Event of Default:

8.5.1 In addition, AT&T-22STATE shall have the right, at its sole discretion, to terminate this Agreement if an “Event of Default occurs, with neither any notice of default by AT&T-22STATE nor an opportunity for cure by CARRIER required.  Such right shall be exercised by providing a written notice to terminate to CARRIER.  Events of Default include the following, each of which the Parties agree would be a material breach of this Agreement:

8.5.1.1 The filing of a bankruptcy by CARRIER or any of its Affiliates (including the corporate parent of CARRIER, if any), pursuant to Chapter 7 or 11 of Title 11 of the United States Bankruptcy Code.

8.5.1.2 The assignment, subcontracting, or otherwise transferring of CARRIER’s rights or obligations under this Agreement in violation of Section 7.0 above, Assignment.

8.6 Termination of Agreement after initial term expiration:

8.6.1 Where CARRIER has no End Users or is no longer purchasing any services under this Agreement, CARRIER may terminate the Agreement by providing “Notice of Termination” to AT&T-22STATE at any time after the initial term of this Agreement.  After termination the Parties’ liability for termination of this Agreement shall be limited to obligations contained in Section 8.0 and under Section Survival 38.1 below contained herein.

8.6.2 Where CARRIER has End Users and/or is purchasing Products and/or Services under this Agreement and either Party seeks to terminate this Agreement, CARRIER shall cooperate in good faith to effect an orderly transition of service under this Agreement.  CARRIER shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users are transitioned to a new LEC prior to the expiration or termination date of this Agreement.

8.6.3 If at any time within one hundred and eighty (180) days or any time thereafter of the expiration of the Term, if either Party serves “Notice of Expiration”, CARRIER shall have ten (10) calendar days to provide AT&T-22STATE written confirmation to the Notice of Expiration indicating if CARRIER wishes to pursue a successor agreement with AT&T-22STATE or terminate its Agreement.  If CARRIER wishes to pursue a successor agreement with AT&T-22STATE, CARRIER shall attach to its written confirmation or Notice of Expiration, a written request to commence negotiations with AT&T-22STATE and identify each of the state(s) to which the successor agreement will apply.  Upon receipt of CARRIER’s request, the Parties may commence good faith negotiations for a successor agreement.

8.6.4 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of:  (i) the effective date of the successor agreement, if any; or (ii) the Termination Date set forth in Section 8.2 above.  For avoidance of doubt, nothing in this Agreement obligates AT&T-22STATE after the Termination Date to continue to offer or provide any services and/or product that were provided under this Agreement.

8.6.5 In any event, AT&T-22STATE shall be under no obligation to provision any products and/or services pursuant to this Agreement as of and after the Expiration Date or Termination Date.

9.0 End User Fraud

9.1 AT&T-22STATE shall not be liable to CARRIER for any fraud associated with CARRIER’s End User account, including 1+ IntraLATA toll, ported numbers, and ABT.

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9.2 The Parties agree to cooperate with one another to investigate, minimize, and take corrective action in cases of fraud involving 1+ IntraLATA toll calls, ABT, and ported numbers.  The Parties’ fraud minimization procedures are to be cost-effective and implemented so as not to unduly burden or harm one Party as compared to the other.

9.3 In cases of suspected fraudulent activity by an End User, at a minimum, the cooperation referenced in Section 9.1 above will include providing to the other Party, upon request, information concerning End Users who terminate services to that Party without paying all outstanding charges.  The Party seeking such information is responsible for securing the End User's permission to obtain such information.

9.4 AT&T-22STATE will use a Fraud Monitoring System to determine suspected occurrences of ABT-related fraud and will provide notification messages to CARRIER on suspected occurrences of ABT-related fraud on CARRIER accounts stored in the applicable LIDB.

9.5 CARRIER understands that Fraud Monitoring System alerts only identify potential occurrences of fraud.  CARRIER understands and agrees that it will need to perform its own investigations to determine whether a fraud situation actually exists.  CARRIER understands and agrees that it will also need to determine what, if any, action CARRIER should take as a result of a Fraud Monitoring System alert.

9.6 The Parties will provide contact names and numbers to each other for the exchange of Fraud Monitoring System alert notification.

10.0 Assurance of Payment

10.1 Upon request by AT&T-22STATE, CARRIER will provide AT&T-22STATE with the AT&T-22STATE Credit Profile form and provide information to AT&T-22STATE regarding CARRIER’s credit and financial condition.

10.2 Assurance of payment may be requested by AT&T-22STATE:

10.2.1 If based on AT&T-22STATE’s analysis of the AT&T-22STATE Credit Profile and other relevant information regarding CARRIER’s credit and financial condition, there is an impairment of the credit, financial health, or credit worthiness of CARRIER.  Such impairment will be determined from information available from Third Party financial sources; or

10.2.2 CARRIER fails to timely pay a xxxx rendered to CARRIER by AT&T-22STATE (except such portion of a xxxx that is subject to a good faith, bona fide dispute and as to which CARRIER has complied with all requirements set forth in Section 12.3 below); and/or

10.2.3 CARRIER’s gross monthly billing has increased, AT&T-22STATE reserves the right to request additional security (or to require a security deposit if none was previously requested) and/or file a Uniform Commercial Code (UCC-1) security interest in CARRIER’s “accounts receivables and proceeds”; or

10.2.4 When CARRIER admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to insolvency, reorganization, winding-up, composition or adjustment of debts or the like, has made an assignment for the benefit of creditors or is subject to a receivership or similar proceeding.

10.3 If AT&T-22STATE requires CARRIER to provide a security deposit, CARRIER shall provide such security deposit prior to the inauguration of service or within thirty (30) calendar days of AT&T-22STATE’s request, as applicable.  Deposit request notices will be sent to CARRIER via certified mail or overnight delivery.  Such notice period will start the day after the deposit request notice is rendered by certified mail or overnight delivery.  Interest on a cash security deposit shall accrue and be applied or refunded in accordance with the terms in AT&T-22STATE’s applicable Tariff.

10.4 Unless otherwise agreed by the Parties, the assurance of payment will consist of:

10.4.1 a Cash Deposit; or

10.4.2 a Letter of Credit; or

10.4.3 a Surety Bond.

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10.5 The Cash Deposit, Letter of Credit or Surety Bond must be in an amount up to three (3) months anticipated charges (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), as reasonably determined by AT&T-22STATE, for products or services to be furnished by AT&T-22STATE under this Agreement.  Estimated xxxxxxxx are calculated based upon the monthly average of the previous six (6) months current xxxxxxxx, if CARRIER has received service from AT&T-22STATE during such period at a level comparable to that anticipated to occur over the next six (6) months.  If either CARRIER or AT&T-22STATE has reason to believe that the level of service to be received during the next six (6) months will be materially higher or lower than received in the previous six (6) months, CARRIER and AT&T-22STATE shall agree on a level of estimated xxxxxxxx based on all relevant information.

10.6 To the extent that AT&T-22STATE elects to require a Cash Deposit, the Parties intend that the provision of such Cash Deposit shall constitute the grant of a security interest in the Cash Deposit pursuant to Article 9 of the Uniform Commercial Code in effect in any relevant jurisdiction.

10.7 Interest on a Cash Deposit shall accrue and be applied or refunded in accordance with the terms in the appropriate AT&T-22STATE Tariff.  AT&T-22STATE will not pay interest on a Letter of Credit or a Surety Bond.

10.8 AT&T-22STATE may, but is not obligated to, draw on the Letter of Credit or the Cash Deposit, as applicable, upon the occurrence of any one of the following events:

10.8.1 CARRIER owes AT&T-22STATE undisputed charges under this Agreement that are more than thirty (30) calendar days past due; or

10.8.2 CARRIER admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had an involuntary case commenced against it) under the U.S. Bankruptcy Code or any other law relating to insolvency, reorganization, winding-up, composition or adjustment of debts or the like, has made an assignment for the benefit of creditors or is subject to a receivership or similar proceeding; or

10.8.3 The expiration or termination of this Agreement.

10.9 If AT&T-22STATE draws on the Letter of Credit or Cash Deposit, upon request by AT&T-22STATE, CARRIER will provide a replacement or supplemental Letter of Credit, Surety Bond or Cash Deposit conforming to the requirements of Section 10.4 above.

10.10 Notwithstanding anything else set forth in this Agreement, if AT&T-22STATE makes a request for assurance of payment in accordance with the terms of this Section 10.10 then AT&T-22STATE shall have no obligation thereafter to perform under this Agreement until such time as CARRIER has furnished AT&T-22STATE with the assurance of payment requested; provided, however, that AT&T-22STATE will permit CARRIER a minimum of fifteen (15) calendar days to respond to a request for assurance of payment before invoking this Section 10.10.

10.11 In the event CARRIER fails to provide AT&T-22STATE with a suitable form of security deposit or additional security deposit as required herein, defaults on its account(s), or otherwise fails to make any payment or payments required under this Agreement in the manner and within the time required, service to CARRIER may be suspended, discontinued or terminated in accordance with the terms of Section 10.0 above.  Upon termination of services, AT&T-22STATE shall apply any security deposit to CARRIER’s final xxxx for its account(s).  If CARRIER fails to furnish the requested adequate assurance of payment on or before the date set forth in the request, AT&T-22STATE may also invoke the provisions set forth in Section 12.0 below.

10.12 A Cash Deposit held by AT&T-22STATE shall be returned to CARRIER if the following conditions have been met:

10.12.1 Payment was made on bills rendered to CARRIER by AT&T-22STATE (except such portion of a xxxx that is subject to a good faith, bona fide dispute and as to which CARRIER has complied with all requirements set forth in Section 12.3 below) as of the Xxxx Due Date for all but one time during the prior twelve (12) month period and all payments were made with checks that were honored; and

10.12.2 There has been no impairment of the established credit and/or financial health from information available from financial sources, including but not limited to Xxxxx’x, Standard and Poor’s, and the Wall Street Journal.  Financial information about CARRIER that may be considered includes, but is not limited to, investor warning briefs, rating downgrades, and articles discussing pending credit problems.

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10.13 The fact that a Cash Deposit or Letter of Credit is requested by AT&T-22STATE shall in no way relieve CARRIER from timely compliance with all payment obligations under this Agreement (including, but not limited to, recurring, non-recurring and usage sensitive charges, termination charges and advance payments), nor does it constitute a waiver or modification of the terms of this Agreement pertaining to disconnection or re-entry for non-payment of any amounts required to be paid hereunder.

10.14 At least seven (7) calendar days prior to the expiration of any Letter of Credit provided by CARRIER as security under this Agreement, CARRIER shall renew such Letter of Credit or provide AT&T-22STATE with evidence that CARRIER has obtained a suitable replacement for the Letter of Credit.  If CARRIER fails to comply with the foregoing, AT&T-22STATE shall thereafter be authorized to draw down the full amount of such Letter of Credit and utilize the cash proceeds as security for CARRIER accounts(s).  If CARRIER provides a security deposit or additional security deposit in the form of a Surety Bond as required herein, CARRIER shall renew the Surety Bond or provide AT&T-22STATE with evidence that CARRIER has obtained a suitable replacement for the Surety Bond at least seven (7) calendar days prior to the cancellation date of the Surety Bond.  If CARRIER fails to comply with the foregoing, AT&T-22STATE shall thereafter be authorized to take action on the Surety Bond and utilize the cash proceeds as security for CARRIER’s account(s).  If the credit rating of any bonding company that has provided CARRIER with a Surety Bond provided as security hereunder has fallen below “B”, AT&T-22STATE will provide written Notice to CARRIER that CARRIER must provide a replacement bond or other suitable security within fifteen (15) calendar days of AT&T-22STATE’s written Notice.  If CARRIER fails to comply with the foregoing, AT&T-22STATE shall thereafter be authorized to take action on the Surety Bond and utilize the cash proceeds as security for CARRIER’s account(s).  Notwithstanding anything contained in this Agreement to the contrary, AT&T-22STATE shall be authorized to draw down the full amount of any Letter of Credit or take action on any Surety Bond provided by CARRIER as security hereunder if CARRIER defaults on its account(s) or otherwise fails to make any payment or payments required under this Agreement in the manner and within the time, as required herein.

11.0 Billing

11.1 Unless otherwise stated, AT&T will render monthly xxxx(s) to CARRIER for Products and Services provided hereunder at the applicable rates set forth in the Pricing Schedule.  CARRIER will remit payment in full by the Xxxx Due Date.

11.2 A Late Payment Charge will be assessed for all Past Due payments as provided below, as applicable.

11.2.1 If any portion of the payment is not received by AT&T-22STATE on or before the payment due date as set forth above, or if any portion of the payment is received by AT&T-22STATE in funds that are not immediately available to AT&T-22STATE, then a late payment and/or interest charge shall be due to AT&T-22STATE.  The late payment and/or interest charge shall apply to the portion of the payment not received and shall be assessed as set forth in the applicable state tariff, or, if no applicable state tariff exists, as set forth in the Guide Book as published on the AT&T-22STATE CLEC Online website, or pursuant to the applicable state law as determined by AT&T-22STATE.  In addition to any applicable late payment and/or interest charges, CARRIER may be charged a fee for all returned checks at the rate set forth in the applicable state tariff, or, if no applicable tariff exists, as set forth in the Guide Book or pursuant to the applicable state law.

11.3 If any charge incurred by AT&T-22STATE under this Agreement is Past Due, the unpaid amounts will accrue interest from the day following the Xxxx Due Date until paid.  The interest rate applied will be the lesser of (i) the rate used to compute the Late Payment Charge contained in the applicable AT&T-22STATE intrastate access services tariff for that state and (ii) the highest rate of interest that may be charged under Applicable Law, compounded daily from the Xxxx Due Date to and including the date that the payment is actually made and available.

11.4 The Remittance Information to apply payments must accompany the payment.  Payment is considered to have been made when the payment and Remittance Information are received by AT&T-22STATE.  If the Remittance Information is not received with payment, AT&T-22STATE will be unable to apply amounts paid to CARRIER’s accounts.  In such event, AT&T-22STATE shall hold such funds until the Remittance Information is received.  If AT&T-22STATE does not receive the Remittance Information by the Xxxx due date for any account(s), Late Payment Charges shall apply.

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11.5 CARRIER shall make all payments to AT&T-22STATE via electronic funds transfers (EFTs) to the financial institution designated by AT&T-22STATE.  Remittance Information will be communicated together with the funds transfer.  Each payment must be received by AT&T-22STATE no later than the Xxxx Due Date of each xxxx or Late Payment Charges will apply.  AT&T-22STATE is not liable for any delays in receipt of funds or errors in entries caused by CARRIER or Third Parties, including CARRIER’s financial institution.  CARRIER is responsible for its own banking fees.

11.6 Prior to establishing EFT, CARRIER will complete a Customer Information Form for Electronic Payments (ECF11 Form) found on AT&T-22STATE’s CLEC Online website.  This form provides AT&T-22STATE with CARRIER’s set up and contract information for electronic payments.  AT&T-22STATE banking information will be provided by AT&T-22STATE Treasury & Remittance Operations on AT&T-22STATE approved forms after the CARRIER’s completed ECF11 form is received, testing has completed and certification confirmed.

11.7 Processing of payments not made via electronic funds credit transfers through the ACH network may be delayed.  CARRIER is responsible for any Late Payment Charges resulting from CARRIER’s failure to use electronic funds credit transfers through the ACH network.

11.8 If any portion of an amount due to the Billing Party under this Agreement is subject to a bona fide dispute between the Parties, the Non-Paying Party must, prior to the Xxxx Due Date, give written notice to the Billing Party of the Disputed Amounts and include in such written notice the specific details and reasons for disputing each item listed in Section 13.4 below.  The Disputing Party should utilize any existing and preferred form or method provided by the Billing Party to communicate disputes to the Billing Party.  On or before the Xxxx Due Date, the Non-Paying Party must pay (i) all undisputed amounts to the Billing Party, and (ii) all Disputed Amounts, other than disputed charges arising from Intercarrier Compensation into an interest bearing escrow account with a Third Party escrow agent mutually agreed upon by the Parties.

11.9 Requirements to Establish Escrow Accounts:

11.9.1 To be acceptable, the Third Party escrow agent must meet all of the following criteria:

11.9.1.1 The financial institution proposed as the Third Party escrow agent must be located within the continental United States;

11.9.1.2 The financial institution proposed as the Third Party escrow agent may not be an Affiliate of either Party; and

11.9.1.3 The financial institution proposed as the Third Party escrow agent must be authorized to handle ACH credit transfers.

11.9.2 In addition to the foregoing requirements for the Third Party escrow agent, the Disputing Party and the financial institution proposed as the Third Party escrow agent must agree in writing furnished to the Billing Party that the escrow account will meet all of the following criteria:

11.9.2.1 The escrow account must be an interest bearing account;

11.9.2.2 all charges associated with opening and maintaining the escrow account will be borne by the Disputing Party;

11.9.2.3 that none of the funds deposited into the escrow account or the interest earned thereon may be used to pay the financial institution’s charges for serving as the Third Party escrow agent;

11.9.2.4 all interest earned on deposits to the escrow account will be disbursed to the Parties in the same proportion as the principal; and

11.9.2.5 disbursements from the escrow account will be limited to those:

11.9.2.5.1 authorized in writing by both the Disputing Party and the Billing Party (that is, signature(s) from representative(s) of the Disputing Party only are not sufficient to properly authorize any disbursement); or

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11.9.2.5.2 made in accordance with the final, non-appealable order of the arbitrator appointed pursuant to the provisions of Section 13.7 below; or

11.9.2.5.3 made in accordance with the final, non-appealable order of the court that had jurisdiction to enter the arbitrator’s award pursuant to Section 13.7 below.

11.10 Disputed Amounts in escrow will be subject to Late Payment Charges as set forth in Section 11.2 above.

11.11 Issues related to Disputed Amounts shall be resolved in accordance with the procedures identified in the Dispute Resolution provisions set forth in Section 13.0 below.

11.12 If the Non-Paying Party disputes any charges and any portion of the dispute is resolved in favor of such Non-Paying Party, the Parties will cooperate to ensure that all of the following actions are completed:

11.12.1 the Billing Party will credit the invoice of the Non-Paying Party for that portion of the Disputed Amounts resolved in favor of the Non-Paying Party, together with any Late Payment Charges assessed with respect thereto no later than the second Xxxx Due Date after resolution of the dispute;

11.12.2 within ten (10) Business Days after resolution of the dispute, the portion of the escrowed Disputed Amounts resolved in favor of the Non-Paying Party will be released to the Non-Paying Party, together with any interest accrued thereon;

11.12.3 within ten (10) Business Days after resolution of the dispute, the portion of the escrowed Disputed Amounts resolved in favor of the Billing Party will be released to the Billing Party, together with any interest accrued thereon; and

11.12.4 no later than the third Xxxx Due Date after the resolution of the dispute, the Non-Paying Party will pay the Billing Party the difference between the amount of accrued interest the Billing Party received from the escrow disbursement and the amount of Late Payment Charges the Billing Party is entitled to receive pursuant to Section 11.8 above.

11.13 If the Non-Paying Party disputes any charges and the entire dispute is resolved in favor of the Billing Party, the Parties will cooperate to ensure that all of the actions required by Section 11.12.1 above and Section 11.12.3 above are completed within the times specified therein.

11.14 Failure by the Non-Paying Party to pay any charges determined to be owed to the Billing Party within the time specified in Section 11.12 above shall be grounds for termination of the Products and/or Services provided under this Agreement.

11.15 CARRIER will notify AT&T-22STATE at least ninety (90) calendar days or three (3) monthly billing cycles prior to any billing changes.  At that time a sample of the new invoice will be provided so that AT&T-22STATE has time to program for any changes that may impact validation and payment of the invoices.  If notification is not received in the specified time frame, then invoices will be held and not subject to any Late Payment Charges, until the appropriate amount of time has passed to allow AT&T-22STATE the opportunity to test the new format and make changes deemed necessary.

11.16 If either Party requests one or more additional copies of a xxxx, the requesting Party will pay the Billing Party a reasonable fee for each additional copy as specified in the Pricing Schedule, unless such copy was requested due to failure in delivery of the original xxxx or correction(s) to the original xxxx.

12.0 Nonpayment and Procedures for Disconnection

12.1 If a Party is furnished Products and/or Services under the terms of this Agreement in more than one (1) state, Section 12.2 below through Section 12.10 below, inclusive, shall be applied separately for each such state.

12.2 Failure to pay charges shall be grounds for disconnection of Products and/or Services furnished under this Agreement.  If a Party fails to pay any charges billed to it under this Agreement, including but not limited to any Late Payment Charges or Unpaid Charges, and any portion of such Unpaid Charges remain unpaid after the Xxxx Due Date, the Billing Party will send a Discontinuance Notice to such Non-Paying Party.  The Non-Paying Party must remit all Unpaid Charges to the Billing Party within fifteen (15) calendar days of the Discontinuance Notice.

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12.3 If the Non-Paying Party desires to dispute any portion of the Unpaid Charges, the Non-Paying Party must complete all of the following actions not later than fifteen (15) calendar days following receipt of the Billing Party’s notice of Unpaid Charges:

12.3.1 notify the Billing Party in writing which portion(s) of the Unpaid Charges it disputes, including the total Disputed Amounts and the specific details listed in Section 13.4 below of this Agreement, together with the reasons for its dispute; and

12.3.2 pay all undisputed Unpaid Charges to the Billing Party; and

12.3.3 pay all Disputed Amounts into an interest bearing escrow account that complies with the requirements set forth in Section 11.9 above; and

12.3.4 furnish written evidence to the Billing Party that the Non-Paying Party has established an interest bearing escrow account that complies with all of the terms set forth in Section 11.9 above and deposited a sum equal to the Disputed Amounts into that account.  Until evidence that the full amount of the Disputed Charges has been deposited into an escrow account that complies with Section 11.9 above is furnished to the Billing Party, such Unpaid Charges will not be deemed to be “disputed” under Section 13.0 below.

12.4 Issues related to Disputed Amounts shall be resolved in accordance with the procedures identified in the Dispute Resolution provision set forth in Section 13.0 below.

12.5 If the Non-Paying Party fails to:

12.5.1 pay any undisputed Unpaid Charges in response to the Billing Party’s Discontinuance Notice as described in Section 12.2 above.

12.5.2 deposit the disputed portion of any Unpaid Charges into an interest bearing escrow account that complies with all of the terms set forth in Section 11.9 above within the time specified in Section 12.2 above.

12.5.3 timely furnish any assurance of payment requested in accordance with Section 10.4 above; or

12.5.4 make a payment in accordance with the terms of any mutually agreed payment arrangement, the Billing Party may, in addition to exercising any other rights or remedies it may have under Applicable Law, provide written demand to the Non-Paying Party for payment of any of the obligations set forth in (a) through (d) of this Section 12.0 within ten (10) Business Days.

12.5.5 If by 5:00 p.m. Central Time of the 10th day following receipt of a notice under this Section, CARRIER fails to (a) fully comply with each of Sections 12.3 through 12.5.4, or (b) make a payment in accordance with the terms of any mutually agreed payment arrangement then agreed to by the Parties, AT&T-22STATE may, in addition to exercising any other rights or remedies it may have under law, take any or all of the following actions, without any further notice to CARRIER:

12.5.5.1 suspend acceptance of any application, request or order from the Non-Paying Party for new or additional Products and/or Services under this Agreement;

12.5.5.2 and/or suspend completion of any pending application, request or order from the Non-Paying Party for new or additional Products and/or Services Service under this Agreement;

12.5.5.3 subject to Section 12.9, discontinue providing LWC or any other Offering furnished under this Agreement

12.6 Notwithstanding anything to the contrary in this Agreement, the Billing Party’s exercise of any of its options under Section 12.5 above, and Sections 12.5.5.1 above and 12.5.5.2 above and 12.5.5.3 above:

12.6.1 will not delay or relieve the Non-Paying Party’s obligation to pay all charges on each and every invoice on or before the applicable Xxxx Due Date; and

12.6.2 will exclude any affected application, request, order or service from any otherwise applicable Service Assurance provisions.

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12.7 The Billing Party has no liability to the Non-Paying Party or its End Users in the event of disconnection of service in compliance with Section 12.5.  AT&T-22STATE has no liability to CARRIER or CARRIER’s End Users in the event of disconnection of service to CARRIER and the provision of service for a limited transition period for any End Users by AT&T-22STATE in connection with such disconnection.

12.8 Additional charges may become applicable under the terms of this Agreement following discontinuance of service.

12.9 The Parties shall comply with any applicable laws regarding the discontinuance of LWC or any other offering hereunder.  In the event of any inconsistency with any applicable law and this Section, Section 22, Severability, shall not affect the application of this Section to the full extent permitted by law.

12.10 Limitation on Back-billing and Credit Claims:

12.10.1 Notwithstanding anything to the contrary in this Agreement, a Party shall be entitled to:

12.10.1.1 Back-xxxx for or claim credit for any charges for services provided pursuant to this Agreement that are found to be unbilled, under-billed or over-billed, but only when such charges appeared or should have appeared on a xxxx dated within the twelve (12) months immediately preceding the date on which the Billing Party provided written notice to the Billed Party of the amount of the back-billing or the Billed Party provided written notice to the Billing Party of the claimed credit amount.  The Parties agree that the twelve (12) month limitation on back-billing and credit claims set forth in the preceding sentence shall be applied prospectively only after the Effective Date of this Agreement, meaning that the twelve month period for any back-billing or credit claims may only include billing periods that fall entirely after the Effective Date of this Agreement and will not include any portion of any billing period that began prior to the Effective Date of this Agreement.  Nothing herein shall prohibit either Party from rendering bills or collecting for any Products and/or Services more than twelve (12) months after the Products and/or Services was provided when the ability or right to charge or the proper charge for the Products and/or Services was the subject of an arbitration or other Commission action, including any appeal of such action.  In such cases, the time period for back-billing shall be the longer of (a) the period specified by the commission in the final order allowing or approving such change or (b) twelve (12) months from the date of the final order allowing or approving such charge.

12.10.1.2 Back-billing and credit claims, as limited above, will apply to all Products and/or Services purchased under this Agreement.

13.0 Dispute Resolution

13.1 Finality of Disputes:

13.1.1 Except as otherwise specifically provided for in this Agreement, no claim may be brought for any dispute arising from this Agreement more than twenty-four (24) months from the date the occurrence which gives rise to the dispute is discovered or reasonably should have been discovered with the exercise of due care and attention.

13.1.2 Notwithstanding anything contained in this Agreement to the contrary, a Party shall be entitled to dispute only those charges which appeared on a xxxx dated within the twelve (12) months immediately preceding the date on which the Billing Party received notice of such Disputed Amounts.

13.2 Alternative to Litigation:

13.2.1 The Parties desire to resolve disputes arising out of this Agreement without litigation.  Accordingly, the Parties agree to use the following Dispute Resolution procedures with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

13.3 Commencing Dispute Resolution:

13.3.1 Dispute Resolution shall commence upon one Party’s receipt of written Notice of a controversy or claim arising out of or relating to this Agreement or its breach.  No Party may pursue any claim unless such written Notice has first been given to the other Party.  There are three (3) separate Dispute Resolution methods:

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13.3.1.1 Service Center Dispute Resolution

13.3.1.2 Informal Dispute Resolution; and

13.3.1.3 Formal Dispute Resolution, each of which is described below.

13.4 Service Center Dispute Resolution - the following Dispute Resolution procedures will apply with respect to any billing dispute arising out of or relating to the Agreement.  Written Notice sent to AT&T-22STATE for Disputed Amounts must be made on the “Billing Claims Dispute Form”.

13.4.1 If the written Notice given pursuant to Section 13.3 above discloses that the dispute relates to billing, then the procedures set forth in Section 12.3 above shall be used.

13.4.2 For a dispute submitted by the CARRIER, the dispute shall first be processed by the appropriate service center for resolution.

13.4.3 In order to resolve a billing dispute, the Disputing Party shall furnish the other Party written Notice of

13.4.3.1 the date of the xxxx in question;

13.4.3.2 the account number or other identification (CARRIER must provide the CBA/ESBA/ASBS or BAN number) of the xxxx in question;

13.4.3.3 telephone number, circuit ID number or trunk number in question;

13.4.3.4 any USOC (or other descriptive information) information relating to the item questioned;

13.4.3.5 amount billed;

13.4.3.6 amount in question; and

13.4.3.7 the reason that the Disputing Party disputes the billed amount.

13.4.4 When CARRIER is the Disputing Party, CARRIER must provide evidence to AT&T-22STATE that it has either paid the disputed amount or established an interest bearing escrow account that complies with the requirements set forth in Section 11.9 above of this Agreement and deposited all Unpaid Charges relating to Products and/or Services provided under this Agreement into that escrow account in order for that billing claim to be deemed a “dispute”.  Failure to provide the information and evidence required by this Section 13.0 not later than twenty-nine (29) calendar days following the Xxxx Due Date shall constitute CARRIER’s irrevocable and full waiver of its right to dispute the subject charges.

13.4.5 The Parties shall attempt to resolve Disputed Amounts appearing on current billing statements thirty (30) to sixty (60) calendar days from the Xxxx Due Date (provided the Disputing Party furnishes all requisite information and evidence under Section 13.4 above by the Xxxx Due Date).  If not resolved within thirty (30) calendar days, upon request, the non-Disputing Party will notify the Disputing Party of the status of the dispute and the expected resolution date.

13.4.6 The Parties shall attempt to resolve Disputed Amounts appearing on statements prior to the current billing statement within thirty (30) to ninety (90) calendar days, but resolution may take longer depending on the complexity of the dispute.  If not resolved within thirty (30) calendar days from the date Notice of the Disputed Amounts was received (provided that CARRIER furnishes all requisite information and evidence under Section 13.4 above, upon request, the non-Disputing Party will notify the Disputing Party of the status of the dispute and the expected resolution date.

13.4.7 If the Disputing Party is not satisfied by the resolution of the billing dispute under this Section 13.4 above, the Disputing Party may notify the Billing Party in writing that it wishes to invoke the Informal Resolution of Disputes afforded pursuant to Section 13.5 below of this Agreement.

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13.5 Informal Dispute Resolution:

13.5.1 Upon receipt by one Party of Notice of a dispute by the other Party pursuant to Section 13.3 above or Section 13.4.7 above, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement.  The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives.  Upon agreement, the representatives may utilize other alternative Dispute Resolution procedures such as mediation to assist in the negotiations.  Discussions and the correspondence among the representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration described below or in any lawsuit without the concurrence of both Parties.  Documents identified in or provided with such communications that were not prepared for purposes of the negotiations are not so exempted, and, if otherwise admissible, may be admitted in evidence in the arbitration or lawsuit.

13.6 Formal Dispute Resolution:

13.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 13.5 above, then either Party may invoke the formal Dispute Resolution procedures described in this Section 13.6.  Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 13.3 above.

13.6.2 Claims Subject to Mandatory Arbitration:

13.6.2.1 The following claims, if not settled through informal Dispute Resolution, will be subject to mandatory arbitration pursuant to Section 13.7 below:

13.6.2.2 Each unresolved billing dispute involving one percent (1%) or less of the amounts charged to the Disputing Party under this Agreement in the state in which the dispute arises during the twelve (12) months immediately preceding receipt of the letter initiating Dispute Resolution under Section 13.3 above.  If the disputing Party has not been billed for a minimum of twelve (12) months immediately preceding receipt of the letter initiating Dispute Resolution under Section 13.3 above, the Parties will annualize the actual number of months billed.

13.6.3 Claims Subject to Elective Arbitration:

13.6.3.1 Claims will be subject to elective arbitration pursuant to Section 13.7 below, if, and only if, the claim is not settled through informal Dispute Resolution and both Parties agree to arbitration.  If both Parties do not agree to arbitration, then either Party may proceed with any remedy available to it pursuant to law, equity or agency mechanism.

13.6.4 Claims Not Subject to Arbitration:

13.6.4.1 If the following claims are not resolved through informal Dispute Resolution, they will not be subject to arbitration and must be resolved through any remedy available to a Party pursuant to law, equity or agency mechanism.

13.6.4.2 Actions seeking a temporary restraining order or an injunction related to the purposes of this Agreement.

13.6.4.3 Actions to compel compliance with the Dispute Resolution process.

13.6.4.4 All claims arising under federal or state statute(s), including antitrust claims.

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13.7 Arbitration:

13.7.1 Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree.  The arbitrator shall be knowledgeable of telecommunications issues.  Each arbitration will be held in Atlanta, Georgia for AT&T XXXXXXXXX XXXXXX 0-XXXXX, Xxxxxx, Xxxxx for AT&T XXXXXXXXX XXXXXX 0-XXXXX); Xxxxxxx, Xxxxxxxx for AT&T MIDWEST REGION 5-STATE, San Francisco, California for AT&T CALIFORNIA; Reno, Nevada for AT&T NEVADA; or New Haven, Connecticut for AT&T CONNECTICUT, as appropriate, unless the Parties agree otherwise.  The arbitration hearing will be requested to commence within sixty (60) calendar days of the demand for arbitration.  The arbitrator will control the scheduling so as to process the matter expeditiously.  The Parties may submit written briefs upon a schedule determined by the arbitrator.  The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings.  The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitrability of all disputes.  Notwithstanding any rule of the AAA Commercial Arbitration Rules to the contrary, the Parties agree that the arbitrator will have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement.  The times specified in this Section 13.0 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause.  Each Party will bear its own costs of these procedures, including attorneys’ fees.  The Parties will equally split the fees of the arbitration and the arbitrator.  The arbitrator’s award shall be final and binding and may be entered in any court having jurisdiction thereof.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

14.0 Audits

14.1 Subject to the restrictions set forth in Section 21.0 below and except as may be otherwise expressly provided in this Agreement, the Auditing Party may audit the Audited Party’s books, records, data and other documents, as provided herein, once annually, with the audit period commencing not earlier than the Service Start Date for the purpose of  verification of compliance with any provision of this Agreement that affects the accuracy of Auditing Party’s billing and invoicing of the services provided to Audited Party hereunder.  Notwithstanding the foregoing, an Auditing Party may audit the Audited Party’s books, records and documents more than once annually if the previous audit found (i) previously uncorrected net variances or errors in invoices in Audited Party’s favor with an aggregate value of at least five percent (5%) of the amounts payable by Auditing Party for audited services provided during the period covered by the audit or (ii) non-compliance by Audited Party with any provision of this Agreement affecting Auditing Party’s billing and invoicing of the services provided to Audited Party with an aggregate value of at least five percent (5%) of the amounts payable by Audited Party for audited services provided during the period covered by the audit.

14.2 Each Party shall maintain reports, records and data relevant to the billing of any services that are the subject matter of this Agreement for a period of not less than twenty-four (24) months after creation thereof, unless a longer period is required by Applicable Law.

14.3 If any audit confirms any undercharge or overcharge, then Audited Party shall (i) promptly correct any billing error, including making refund of any overpayment by Auditing Party in the form of a credit on the invoice for the first full billing cycle after the Parties have agreed upon the accuracy of the audit results and (ii) for any undercharge caused by the actions of the Audited Party, immediately compensate Auditing Party for such undercharge, and (iii) in each case, calculate and pay interest as provided in Section 11.2.1 above(depending on the AT&T-owned ILEC(s) involved), for the number of calendar days from the date on which such undercharge or overcharge originated until the date on which such credit is issued or payment is made and available.

14.4 Except as may be otherwise provided in this Agreement, audits shall be performed at Auditing Party’s expense, subject to reimbursement by Audited Party of one-quarter (1/4) of any independent auditor's fees and expenses in the event that an audit finds, and the Parties subsequently verify, a net adjustment in the charges paid or payable by Auditing Party hereunder by an amount that is, on an annualized basis, greater than five percent (5%) of the aggregate charges for the audited services during the period covered by the audit.

14.5 Any disputes concerning audit results shall be referred to the Parties’ respective personnel responsible for informal resolution.  If these individuals cannot resolve the dispute within thirty (30) calendar days of the referral, either Party may pursue resolution subject to Section 13.6 herein.

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15.0 Disclaimer of Representations and Warranties

15.1 DISCLAIMER.  EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT.  THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.

16.0 Limitation of Liability

16.1 Except for any indemnification obligations of the Parties hereunder, each Party’s liability to the other for any Loss relating to or arising out of any cause whatsoever, including any negligent act or omission (whether willful or inadvertent) whether based in contract, tort, strict liability or otherwise, relating to the performance of this Agreement, shall not exceed a credit for the actual cost of the facilities, products, services or functions not performed or provided or improperly performed or provided.

16.2 Except as otherwise expressly provided in specific Attachments, in the case of any Loss alleged or claimed by a Third Party to have arisen out of the negligence or willful misconduct of any Party, each Party shall bear, and its obligation shall be limited to, that portion (as mutually agreed to by the Parties or as otherwise established) of the resulting expense caused by its own negligence or willful misconduct or that of its agents, servants, contractors, or others acting in aid or concert with it.

16.3 A Party may, in its sole discretion, provide in its tariffs and contracts with its End Users or Third Parties that relate to any Products and/or Services provided or contemplated under this Agreement that, to the maximum extent permitted by Applicable Law, such Party shall not be liable to such End User or Third Party for (i) any Loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the amount such Party would have charged the End User or Third Party for the Products and/or Services that gave rise to such Loss and (ii) any Consequential Damages.  If a Party elects not to place in its tariffs or contracts such limitation(s) of liability, and the other Party incurs a Loss as a result thereof, the first Party shall indemnify and reimburse the other Party for that portion of the Loss that would have been limited had the first Party included in its tariffs and contracts the limitation(s) of liability described in this Section 16.0.

16.4 Neither CARRIER nor AT&T-22STATE shall be liable to the other Party for any Consequential Damages suffered by the other Party, regardless of the form of action, whether in contract, warranty, strict liability, tort or otherwise, including negligence of any kind, whether active or passive (and including alleged breaches of this Agreement and causes of action alleged to arise from allegations that breach of this Agreement constitutes a violation of the Act or other statute), and regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions; provided that the foregoing shall not limit a Party’s obligation under Section 16.0 to indemnify, defend, and hold the other Party harmless against any amounts payable to a Third Party, including any Losses, and Consequential Damages of such Third Party; provided, however, that nothing in this Section 16.4 shall impose indemnity obligations on a Party for any Loss or Consequential Damages suffered by that Party’s End User in connection with any affected Products and/or Services.  Except as provided in the prior sentence, each Party (“Indemnifying Party”) hereby releases and holds harmless the other Party (“Indemnitee”) (and Indemnitee’s Affiliates, and its respective officers, directors, employees and agents) against any Loss or Claim made by the Indemnifying Party’s End User.

16.5 AT&T-22STATE shall not be liable for damages to an End User’s premises resulting from the furnishing of any Products and/or Services, including, if applicable, the installation and removal of equipment and associated wiring, unless the damage is caused by AT&T-22STATE’s gross negligence or willful misconduct.  AT&T-22STATE does not guarantee or make any warranty with respect to Products and/or Services when used in an explosive atmosphere.

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16.6 CARRIER hereby releases AT&T-22STATE from any and all liability for damages due to errors or omissions in CARRIER’s End User listing information as provided by CARRIER to AT&T-22STATE under this Agreement, including any errors or omissions occurring in the Directory Database or the White Pages directory, or any claims by reason of delay in providing the Directory Assistance listing information, printing or provisioning of non-published numbers or the printing or providing of CARRIER End User information in the White Pages directory including, but not limited to, special, indirect, Consequential, punitive or incidental damages.

16.7 AT&T-22STATE shall not be liable to CARRIER, its End User or any other Person for any Loss alleged to arise out of the provision of access to 911 service or any errors, interruptions, defects, failures or malfunctions of 911 service.

16.8 This Section 16.0 is not intended to exempt any Party from all liability under this Agreement, but only to set forth the scope of liability agreed to and the type of damages that are recoverable.  Both Parties acknowledge that they negotiated regarding alternate limitation of liability provisions but that such provisions would have altered the cost, and thus the price, of providing the products and services available hereunder, and no different pricing reflecting different costs and different limits of liability was agreed to.

17.0 Indemnity

17.1 Except as otherwise expressly provided herein or in specific Attachments, each Party shall be responsible only for the Products and/or Services which are provided by that Party, its authorized agents, subcontractors, or others retained by such Parties, and neither Party shall bear any responsibility for the Products and/or Services, provided by the other Party, its agents, subcontractors, or others retained by such Parties.

17.2 Except as otherwise expressly provided herein or in specific Attachments, and to the extent not prohibited by Applicable Law and not otherwise controlled by tariff, each Party (the “Indemnifying Party”) shall release, defend and indemnify the other Party (the “Indemnified Party”) and hold such Indemnified Party harmless against any Loss to a Third Party arising out of the negligence or willful misconduct (“Fault”) of such Indemnifying Party, its agents, its End Users, contractors, or others retained by such Parties, in connection with the Indemnifying Party’s provision of Products and/or Services under this Agreement; provided, however, that (i) with respect to employees or agents of the Indemnifying Party, such Fault occurs while performing within the scope of their employment, (ii) with respect to subcontractors of the Indemnifying Party, such Fault occurs in the course of performing duties of the subcontractor under its subcontract with the Indemnifying Party, and (iii) with respect to the Fault of employees or agents of such subcontractor, such Fault occurs while performing within the scope of their employment by the subcontractor with respect to such duties of the subcontractor under the subcontract.

17.3 In the case of any Loss alleged or claimed by a End User of either Party, the Party whose End User alleged or claimed such Loss (the “Indemnifying Party”) shall defend and indemnify the other Party (the “Indemnified Party”) against any and all such Claims or Losses by its End User regardless of whether the underlying product and/or Service giving rise to such Claim or Loss was provided or provisioned by the Indemnified Party, unless the Claim or Loss was caused by the gross negligence or willful misconduct of the Indemnified Party.

17.4 A Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party (“Indemnified Party”) against any Claim or Loss arising from the Indemnifying Party’s use of Products and/or Services provided under this Agreement involving:

17.4.1 Any Claim or Loss arising from such Indemnifying Party’s use of Products and/or Services offered under this Agreement, involving any Claim for libel, slander, invasion of privacy, or infringement of Intellectual Property rights arising from the Indemnifying Party’s or its End User’s use.

17.4.1.1 The foregoing includes any Claims or Losses arising from disclosure of any End User-specific information associated with either the originating or terminating numbers used to provision Products and/or Services provided hereunder and all other Claims arising out of any act or omission of the End User in the course of using any Products and/or Services provided pursuant to this Agreement.

17.4.1.2 The foregoing includes any Losses arising from Claims for actual or alleged infringement of any Intellectual Property right of a Third Party to the extent that such Loss arises from an Indemnifying Party’s or an Indemnifying Party’s End User’s use of Products and/or Services, provided under this Agreement; provided, however, that an Indemnifying Party’s obligation to defend and indemnify the Indemnified Party shall not apply:

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17.4.1.2.1 Where an Indemnified Party or its End User modifies Products and/or Services, provided under this Agreement; and

17.4.1.2.2 no infringement would have occurred without such modification.

17.4.2 Any and all penalties imposed on either Party because of the Indemnifying Party’s failure to comply with the Communications Assistance to Law Enforcement Act of 1994 (CALEA); provided that the Indemnifying Party shall also, at its sole cost and expense, pay any amounts necessary to modify or replace any equipment, facilities or services provided to the Indemnified Party under this Agreement to ensure that such equipment, facilities and services fully comply with CALEA.

17.5 All costs associated with the extension of Intellectual Property rights to CARRIER pursuant to Section 18.1 below, including the cost of the license extension itself and the costs associated with the effort to obtain the license, shall be a part of the cost of providing product and/or service to which the Intellectual Property rights relate and apportioned to all requesting carriers using that product and/or service including AT&T-22STATE.

17.6 AT&T-22STATE hereby conveys no licenses to use such Intellectual Property rights and makes no warranties, express or implied, concerning CARRIER’s (or any Third Parties’) rights with respect to such Intellectual Property rights and contract rights, including whether such rights will be violated by products and/or services in AT&T-22STATE’s network or CARRIER’s use of other functions, facilities, products or services furnished under this Agreement.  Any licenses or warranties for Intellectual Property rights associated with products and/or service furnished under this agreement are vendor licenses and warranties and are a part of the Intellectual Property rights AT&T-22STATE agrees in Section 18 to use its best efforts to obtain.

17.7 AT&T-22STATE does not and shall not indemnify, defend or hold CARRIER harmless, nor be responsible for indemnifying or defending, or holding CARRIER harmless, for any Claims or Losses for actual or alleged infringement of any Intellectual Property right or interference with or violation of any contract right that arises out of, is caused by, or relates to CARRIER’s use of functions, facilities, products or services furnished under this Agreement.  Any indemnities for Intellectual Property rights associated with products and/or services furnished under this Agreement shall be vendor’s indemnities and are a part of the Intellectual Property rights AT&T-22STATE agrees in Section 18 to use its best efforts to obtain.

17.8 CARRIER shall reimburse AT&T-22STATE for damages to AT&T-22STATE’s facilities utilized to provide Products and/or Services hereunder caused by the negligence or willful act of CARRIER, its agents or subcontractors or CARRIER’s End User or resulting from CARRIER’s improper use of AT&T-22STATE’s facilities, or due to malfunction of any facilities, functions, products, services or equipment provided by any person or entity other than AT&T-22STATE.  Upon reimbursement for damages, AT&T-22STATE will cooperate with CARRIER in prosecuting a claim against the person causing such damage.  CARRIER shall be subrogated to the right of recovery by AT&T-22STATE for the damages to the extent of such payment.

17.9 Notwithstanding any other provision in this Agreement, each Party agrees that should it cause any non-standard digital subscriber line (“xDSL”) technologies (as that term is defined in herein and/or the applicable Commission-ordered tariff, as appropriate) to be deployed or used in connection with or on AT&T-22STATE facilities, that Party (“Indemnifying Party”) will pay all costs associated with any damage, service interruption or other Telecommunications Service degradation, or damage to the other Party’s (“Indemnitee’s”) facilities.

17.10 Indemnification Procedures:

17.10.1 Whenever a claim shall arise for indemnification under this Section 17.0, the relevant Indemnified Party, as appropriate, shall promptly notify the Indemnifying Party and request in writing the Indemnifying Party to defend the same.  Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party’s ability to defend such claim.

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17.10.2 The Indemnifying Party shall have the right to defend against such liability or assertion, in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such claim and the identity of counsel selected by the Indemnifying Party.

17.10.3 Until such time as Indemnifying Party provides written notice of acceptance of the defense of such claim, the Indemnified Party shall defend such claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim.

17.10.4 Upon accepting the defense, the Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such claims, subject to consultation with the Indemnified Party.  So long as the Indemnifying Party is controlling and conducting the defense, the Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement.

17.10.5 At any time, an Indemnified Party shall have the right to refuse a compromise or settlement, and, at such refusing Party’s cost, to take over such defense; provided that, in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the refusing Party against, any cost or liability in excess of such refused compromise or settlement.

17.10.6 With respect to any defense accepted by the Indemnifying Party, the Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the claim requests equitable relief or other relief that could affect the rights of the Indemnified Party, and shall also be entitled to employ separate counsel for such defense at such Indemnified Party's expense.

17.10.7 If the Indemnifying Party does not accept the defense of any indemnified claim as provided above, the Indemnified Party shall have the right to employ counsel for such defense at the expense of the Indemnifying Party.

17.10.8 In the event of a failure to assume the defense, the Indemnified Party may negotiate a settlement, which shall be presented to the Indemnifying Party.  If the Indemnifying Party refuses to agree to the presented settlement, the Indemnifying Party may take over the defense.  If the Indemnifying Party refuses to agree to the presented settlement and refuses to take over the defense, the Indemnifying Party shall be liable for any reasonable cash settlement not involving any admission of liability by the Indemnifying Party, though such settlement may have been made by the Indemnified Party without approval of the Indemnifying Party, it being the Parties’ intent that no settlement involving a non-monetary concession by the Indemnifying Party, including an admission of liability by such Party, shall take effect without the written approval of the Indemnifying Party.

17.11 Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim and the relevant records of each Party shall be available to the other Party with respect to any such defense, subject to the restrictions and limitations set forth in Section 21.0 below

18.0 Intellectual Property/License

18.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

18.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

19.0 Notices

19.1 Subject to Section 19.1.2 below, Notices given by one Party to the other Party under this Agreement shall be in writing (unless specifically provided otherwise herein), and unless otherwise expressly required by this Agreement to be delivered to another representative or point of contact, shall be pursuant to at least one of the following methods:

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19.1.1 Delivered personally, delivered by express delivery service or mailed via certified mail or first class U.S. Postal Service, with postage prepaid and a return receipt requested.

19.1.2 Delivered by facsimile provided CARRIER and/or AT&T-22STATE has provided such information in Section 19.3 below.

19.2 Notices will be deemed given as of the earliest of:

19.2.1 the date of actual receipt;

19.2.2 the next Business Day when sent via express delivery service;

19.2.3 five (5) calendar days after mailing in the case of first class or certified U.S.  Postal Service; or

19.2.4 on the date set forth on the confirmation produced by the sending facsimile machine when delivered by facsimile prior to 5:00 p.m. in the recipient’s time zone, but the next Business Day when delivered by facsimile at 5:00 p.m. or later in the recipient’s time zone.

19.3 Notices will be addressed to the Parties as follows:

NOTICE CONTACT		CARRIER CONTACT
NAME/TITLE		Xxx Xxxxxxx / Lead Negotiator
STREET ADDRESS		000 Xxxxx Xxxxxx
XXXX, XXXXX, XXX CODE		Xxxxxxxxx, XX  00000
FACSIMILE NUMBER
PHONE NUMBER*		000-000-0000 Ext. 210

NOTICE CONTACT		AT&T CONTACT
NAME/TITLE		Contract Management ATTN: Notices Manager
XXXXXX XXXXXXX		000 X. Xxxxx Xx., 0xx floor Four AT&T Plaza
CITY,STATE, ZIP CODE		Xxxxxx, XX  00000-0000
FACSIMILE NUMBER		(000) 000-0000

19.4 * Informational only and not to be considered as an official notice vehicle under this Section.

19.5 Either Party may unilaterally change its designated contact name, address and/or facsimile number for the receipt of notices by giving written Notice to the other Party in compliance with this Section 19.0.  Any Notice to change the designated contact name, address and/or facsimile number for the receipt of Notices shall be deemed effective ten (10) calendar days following receipt by the other Party.

19.6 In addition, CARRIER agrees that it is responsible for providing AT&T-22STATE with CARRIER’s OCN and ACNA numbers for the States in which CARRIER is authorized to do business and in which CARRIER is requesting that this Agreement apply.  In the event that CARRIER wants to change and/or add to the OCN and/or ACNA information in the CLEC Profile, CARRIER shall send written notice to AT&T-22STATE to be received at least thirty (30) days prior to the change and/or addition in accordance with this Section 19.0 notice provision; CARRIER shall also update its CLEC Profile through the applicable form and/or web-based interface.

19.6.1 CARRIER may not order services under a new account and/or subsequent state certification, established in accordance with this Section until thirty (30) days after all information specified in this Section is received from CARRIER.

19.6.2 CARRIER may be able to place orders for certain services in AT&T-22STATE without having properly updated the CLEC Profile; however, at any time during the term of this Agreement without additional notice AT&T may at its discretion eliminate such functionality.  At such time, if CARRIER has not properly updated its CLEC Profile, ordering capabilities will cease, and CARRIER will not be able to place orders until thirty (30) days after CARRIER has properly updated its CLEC Profile.

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19.7 AT&T-22STATE communicates official information to CARRIERs via its Accessible Letter, or other applicable, notification processes.  These processes involve electronic transmission and/or posting to the AT&T-22STATE CLEC Online website, inclusive of a variety of subjects including changes on business processes and policies, and other product/service related notices not requiring an amendment to this Agreement.

19.8 CARRIER may designate up to a maximum of ten (10) recipients for Accessible Letter notification via e-mail.

20.0 Publicity and Use of Trademarks or Service Marks

20.1 Neither Party nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party or any of its employees without such first Party’s prior written approval.  The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another’s name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed shall respond promptly.

20.2 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names of the other Party in any advertising, press releases, publicity matters, marketing and/or promotional materials or for any other commercial purpose without prior written approval from such other Party.

21.0 Confidentiality

21.1 Both Parties agree to treat Proprietary Information received from the other in accordance with the provisions of Section 222 of the Act.

21.2 Each Party anticipates and recognizes that it will come into possession of technical or business information or data about the other Party and/or its customers (including without limitation its end user customers) as a result of this Agreement which will be considered confidential by such other Party.  The Parties agree (1) to treat all such information and data as strictly confidential; and (2) to use such information only for the purposes of performance under this Agreement.  Each Party agrees not to disclose confidential information and/or data of or pertaining to the other Party or its customers (including without limitation its end user customers) to any Third Party without first securing the written consent of such Party.  The foregoing shall not apply to information which is in the public domain.  Nothing in this Agreement prevents either Party from disclosing operations results or other data that might reflect the results of this Agreement as a part of that Party’s aggregate operation data as long as the disclosed data is at a level of aggregation sufficient to avoid disclosing with specificity information obtained in the operation of this Agreement.

21.3 If a court or governmental agency orders or a Third Party requests a Party to disclose or to provide any data or information covered by this Section 21.0 that Party will immediately inform the other Party, both by telephone and certified mail, of the order or request before such data or information is provided.  Notification and consent requirements described above are not applicable in cases where a court order requires the production of billing and/or usage records of, or pertaining to, an individual customer (including without limitation an end user customer).

21.4 Unless otherwise agreed, the obligations of confidentiality and non-use do not apply to such Proprietary Information that:

21.4.1 Is rightfully received from a Third Party having no direct or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such information; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such Third Party has any such obligation; or

21.4.2 Is independently developed by an agent, employee representative or Affiliate of the Receiving Party and such Party is not involved in any manner with the provision of services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or

21.4.3 Is disclosed to a Third Party by the Disclosing Party without similar restrictions on such Third Party’s rights; or

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21.4.4 Is approved for release by written authorization of the Disclosing Party, but only to the extent of the authorization granted; or

21.4.5 Is required to be made public or disclosed by the Receiving Party pursuant to Applicable Law or regulation or court order or lawful process.

22.0 Severability

22.1 This Agreement is the result of good faith negotiations between the Parties.  Notwithstanding any provisions contained in Section 8.0 above herein, if any action by federal regulatory or legislative body or court of competent jurisdiction invalidates, modifies, or stays the enforcement of laws or regulations that were the basis or rationale for any rate(s), term(s) and/or condition(s) (“Provisions”) of the Agreement and/or otherwise affects the rights or obligations of either Party that are addressed by this Agreement, the Parties shall negotiate diligently in good faith to amend this Agreement to replace the unenforceable provision(s) in order to comport with such actions while maintaining the spirit and intent of this agreement provided, however, that failure to reach such mutually acceptable new provisions within ninety (90) days after such rejection or holding shall permit either Party to terminate this Agreement upon ninety (90) days written notice in accordance with Section 19.0 above (“Written Notice”), during which time the Parties shall work cooperatively to establish an orderly transition of CARRIER’s (as above) customers/End Users to other serving arrangements.  In any situation in which the right to terminate under this Section 22.1 is triggered by State government action, the right to terminate shall arise only in the State in which such action occurred and would apply for that State only unless this Agreement otherwise permits a Party to terminate this Agreement in more than one State.

22.2 If the Parties are unable to agree upon the conforming modifications within ninety (90) days from the Written Notice, and neither Party elects to terminate this Agreement subject to the provisions herein, any remaining disputes between the Parties concerning such actions shall be resolved pursuant to the dispute resolution process provided for in this Agreement.

23.0 Governing Law

23.1 Unless otherwise provided by Applicable Law, this Agreement shall be governed by and construed in accordance with the Act, the FCC Rules and Regulations interpreting the Act and other applicable federal law.  To the extent that federal law would apply state law in interpreting this Agreement, the domestic laws of the state in which the Products and Services at issue are furnished or sought shall apply, without regard to that state’s conflict of laws principles.  The Parties submit to personal jurisdiction (as appropriate) in Birmingham, Alabama; Little Rock, Arkansas; San Francisco, California; New Haven, Connecticut; Miami, Florida; Atlanta, Georgia; Louisville, Kentucky; New Orleans, Louisiana; Chicago, Illinois; Indianapolis, Indiana; Topeka, Kansas; Detroit, Michigan; Jackson, Mississippi; St. Louis, Missouri; Reno, Nevada; Charlotte, North Carolina; Columbus, Ohio; Oklahoma City, Oklahoma, Columbia, South Carolina; Nashville, Tennessee; Dallas, Texas and Milwaukee, Wisconsin, and waive any and all objection to any such venue.  Proper venue shall be in the city located in the state whose laws apply to the dispute.

24.0 Filing of Agreement: Governmental Requirement

24.1 To the extent required (and not exempted), the Parties understand and agree that this Agreement will be filed with the Federal Communications Commission pursuant to 47 U.S.C. § 211.

24.2 The Parties further understand and agree that to the extent a Party (“Disclosing Party”) is requested, required or ordered by a state regulatory body, or a court of competent jurisdiction finds, that this Agreement should be filed, or that such Agreement should be submitted to a state regulatory body for approval, or should a regulatory body or court of competent jurisdiction find that its provisions should be tariffed pursuant to applicable law or regulation, the Disclosing Party shall provide the other Party (“Receiving Party”) with written notice of such requirement as soon as possible and the Receiving Party shall cooperate with the Disclosing Party in expeditiously complying with any such request, order or finding.

25.0 Changes in End User Local Exchange Service Provider Selection

25.1 Each Party will abide by applicable federal and state laws and regulations in obtaining End User authorization prior to changing an End User’s Local Exchange Carrier to itself and in assuming responsibility for any applicable charges as specified in the FCC’s rules regarding Subscriber Carrier Selection Changes (47 CFR 64.1100 through 64.1170), and any applicable state regulation and in the case of AT&T CONNECTICUT only, tariff obligations.  Each Party shall retain on file all applicable letters and other documentation of authorization relating to its End User’s selection of such Party as its LEC, which documentation shall be available for inspection by the other Party at its request during normal business hours and at no charge.

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25.2 Only an End User can initiate a challenge to a change in its LEC.  If an End User notifies one Party that the End User requests local Exchange Service, and the other Party is such End User’s LEC, then the Party receiving such request shall be free to immediately access such End User’s CPNI subject to the requirements of Attachment OSS restricting access to CPNI in order to immediately provide service to such End User.

25.3 When an End User changes or withdraws authorization from its LEC, each Party shall release End User-specific facilities belonging to the ILEC in accordance with the End User’s direction or that of the End User’s authorized agent.  Further, when an End User abandons its premise (that is, its place of business or domicile), AT&T-22STATE is free to reclaim the facilities for use by another End User and is free to issue service orders required to reclaim such facilities.

25.4 When an End User of CARRIER elects to discontinue service and to transfer service to another Local Exchange Carrier, including AT&T-22STATE, AT&T-22STATE shall have the right to reuse the facilities used to provide LWC to CARRIER, and regardless of whether the End User served with such facilities has paid all charges to CARRIER or has been denied service for nonpayment or otherwise.  AT&T-22STATE will notify CARRIER that such a request has been processed after the disconnect order has been completed.

25.5 Neither Party shall be obligated by this Agreement to investigate any allegations of unauthorized changes in local Exchange Service (slamming) at the request of the other Party; provided, however, that each Party shall cooperate with any investigation of a complaint alleging an unauthorized change in local Exchange Service at the request of the FCC or the applicable state Commission.

26.0 Compliance and Certification

26.1 Each Party shall comply at its own expense with all Applicable Laws that relate to that Party’s obligations to the other Party under this Agreement.  Nothing in this Agreement shall be construed as requiring or permitting either Party to contravene any mandatory requirement of Applicable Law.

26.2 Each Party warrants that it has obtained all necessary state certification required in each state covered by this Agreement prior to ordering any Products and/or Services from the other Party pursuant to this Agreement.  Upon request, each Party shall provide proof of certification.

26.3 Each Party shall be responsible for obtaining and keeping in effect all approvals from, and rights granted by, Governmental Authorities, building and property owners, other carriers, and any other Third Parties that may be required in connection with the performance of its obligations under this Agreement.

26.4 Each Party represents and warrants that any equipment, facilities or services provided to the other Party under this Agreement comply with the CALEA, to the extent applicable.

27.0 Law Enforcement

27.1 AT&T-22STATE and CARRIER shall reasonably cooperate with the other Party in handling law enforcement requests as follows:

27.1.1 Intercept Devices:

27.1.1.1 Local and federal law enforcement agencies periodically request information or assistance from local telephone service providers.  When either Party receives a request associated with an End User of the other Party, it shall refer such request to the Party that serves such End User, unless the request directs the receiving Party to attach a pen register, trap-and-trace or form of intercept on the Party’s facilities, in which case that Party shall comply with any valid request.

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27.1.2 Subpoenas:

27.1.2.1 If a Party receives a subpoena for information concerning an End User the Party knows to be an End User of the other Party, it shall refer the subpoena to the Requesting Party with an indication that the other Party is the responsible company, unless the subpoena requests records for a period of time during which the receiving Party was the End User's service provider, in which case that Party will respond to any valid request.

27.1.3 Emergencies:

27.1.3.1 If a Party receives a request from a law enforcement agency for a temporary number change, temporary disconnect, or one-way denial of outbound calls by the receiving Party’s switch for an End User of the other Party, that Receiving Party will comply with a valid emergency request.  However, neither Party shall be held liable for any claims or Losses alleged by the other Party’s End Users arising from compliance with such requests on behalf of the other Party's End User and the Party serving such End User agrees to indemnify and hold the other Party harmless against any and all such claims or Losses.

27.2 Each of the Parties agree to comply with the applicable state and federal law enforcement authorities, laws, and requirements, including but not limited to, the Communications Assistance for Law Enforcement Act (CALEA) and to report to applicable State and Federal law enforcement authorities as required by law.

28.0 Relationship of the Parties/Independent Contractor

28.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations.  Each Party and each Party’s contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers’ compensation acts and all other regulations governing such matters.  Each Party has sole authority and responsibility to hire, fire and otherwise control its employees.

28.2 Nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other.  Nothing herein will be construed as making either Party responsible or liable for the obligations and undertakings of the other Party.  Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party.  Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

29.0 No Third Party Beneficiaries; Disclaimer of Agency

29.1 This Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein expressed or implied shall create or be construed to create any Third Party beneficiary rights hereunder.  This Agreement shall not provide any Person not a party hereto with any remedy, claim, liability, reimbursement, cause of action, or other right in excess of those existing without reference hereto.

30.0 Subcontracting

30.1 If either Party retains or engages any subcontractor to perform any of that Party’s obligations under this Agreement, each Party will remain fully responsible for the performance of this Agreement in accordance with its terms, including any obligations either Party performs through subcontractors.

30.2 Each Party will be solely responsible for payments due that Party’s subcontractors.

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30.3 No subcontractor will be deemed a Third Party beneficiary for any purposes under this Agreement

30.4 No contract, subcontract or other agreement entered into by either Party with any Third Party in connection with the provision of Products and/or Services hereunder will provide for any indemnity, guarantee or assumption of liability by the other Party to this Agreement with respect to such arrangement, except as consented to in writing by the other Party.

30.5 Any subcontractor that gains access to Customer Proprietary Network Information (CPNI) or Proprietary Information covered by this Agreement shall be required by the subcontracting Party to protect such CPNI or Proprietary Information to the same extent the subcontracting Party is required to protect such CPNI or Proprietary Information under the terms of this Agreement.

31.0 Force Majeure

31.1 No Party shall be responsible for delays or failures in performance of any part of this Agreement (other than an obligation to make monetary payments) resulting from a “Force Majeure Event” or any Delaying Event caused by the other Party or any other circumstances beyond the Party’s reasonable control.  A “Force Majeure Event” is defined as acts or occurrences beyond the reasonable control of a Party or the Parties, including without limitation acts of nature, acts of civil or military authority, any law, order, regulation, ordinance of any Governmental Authority, embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, hurricanes, floods, labor difficulties, including without limitation, strikes, slowdowns, picketing, boycotts or other work stoppages, equipment failures, cable cuts, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities or acts or omissions of transportation carriers, individually and collectively a Force Majeure Event.  If a Force Majeure Event shall occur, the Party affected shall give notice to the other Party of such Force Majeure Event within a reasonable period of time following such an event specifying the nature, date of inception and expected duration of such Force Majeure Event, whereupon such obligation or performance shall be suspended to the extent such Party is affected by such Force Majeure Event during the continuance thereof or be excused from such performance depending on the nature, severity and duration of such Force Majeure Event (and the other Party shall likewise be excused from performance of its obligations to the extent such Party’s obligations relate to the performance so interfered with).  The affected Party shall use its reasonable efforts to avoid or remove the cause of nonperformance and the Parties shall give like Notice and proceed to perform with dispatch once the causes are removed or cease.

32.0 Taxes

32.1 CARRIER shall be responsible for all federal, state or local, sales, use, excise, gross receipts, municipal fees, transfer, transaction or similar taxes, fees or surcharges (herein (“Tax(es)”) imposed on or with respect to the products and/or services provided under this Agreement including those Taxes the incidence of which is imposed on AT&T-22STATE other than taxes imposed on the income of AT&T-22STATE.  CARRIER shall reimburse AT&T-22STATE for the amount of any such Taxes that AT&T-22STATE is required to pay or collect.  CARRIER agrees to indemnify and hold harmless AT&T-22STATE for any costs incurred by AT&T-22STATE as a result of actions taken by the applicable taxing authority to collect the Tax from AT&T-22STATE due to the failure of CARRIER to pay or collect and remit any Tax to such authority.  Nothing shall prevent the providing Party from paying any Tax to the appropriate Governmental Authority prior to the time:  (i) it bills the purchasing Party for such Tax, or (ii) it collects the Tax from the purchasing Party.  If the providing Party fails to xxxx the purchasing Party for a Tax at the time of billing the products or services to which the Tax relates, then, as between the providing Party and the purchasing Party, the providing Party shall be liable for any penalties or interest thereon.  However, if the purchasing Party fails to pay any Tax properly billed by the providing Party, then, as between the providing Party and the purchasing Party, the purchasing Party shall be solely responsible for payment of the Tax and any penalties or interest thereon.  Subject to the provisions of this Section 32.0 governing contests of disputed Taxes, the purchasing Party shall be liable for and the providing Party may collect from the purchasing Party any Tax, including any interest or penalties for which the purchasing Party would be liable under this subsection, which is assessed or collected by the respective Governmental Authority; provided, however, that the providing Party notifies the purchasing Party of such assessment or collection within the earlier of (i) sixty (60) calendar days following the running of the applicable statute of limitations period for assessment or collection of such Tax, including extensions, or (ii) six (6) years following the purchasing Party’s payment for the products or services to which such Tax relates.

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32.2 With respect to any purchase under this Agreement of products or services that are resold by the purchasing Party to a Third Party or used as a component part of or integrated into a product or service sold to a Third Party, if any Tax is imposed on or with respect to such sale by the purchasing Party, the purchasing Party shall pay or remit such Tax to the respective Governmental Authority.  If the purchasing Party fails to pay or remit any Tax as required by Applicable Law, then, as between the providing Party and the purchasing Party, the purchasing Party shall remain liable for such Tax and any interest and penalties thereon.  Notwithstanding any other provision of this Agreement, the purchasing Party agrees to protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any Tax, any interest or penalties thereon, and any costs or expenses (including attorney fees) incurred by the providing Party as a result of any claim asserted or actions taken by the respective Governmental Authority to assess against or collect from the providing Party any Tax related to any sale by the purchasing Party to a third party.

32.3 To the extent a purchase of products or services under this Agreement is claimed by the purchasing Party to be for resale or otherwise exempt from a Tax, the purchasing Party shall furnish to the providing Party an exemption certificate in the form prescribed by the providing Party and any other information or documentation required by Applicable Law or the respective Governmental Authority.  Prior to receiving such exemption certificate and any such other required information or documentation, the Providing Party shall have the right to xxxx, and the Purchasing Party shall pay, Tax on any products or services furnished hereunder as if no exemption were available, subject to the right of the Purchasing Party to pursue a claim for credit or refund of any such Tax pursuant to the provisions of this Section 32.0 and the remedies available under Applicable Law.  If it is the position of the purchasing Party that Applicable Law exempts or excludes a purchase of products or services under this Agreement from a Tax, or that the Tax otherwise does not apply to such a purchase, but Applicable Law does not also provide a specific procedure for claiming such exemption or exclusion or for the purchaser to contest the application of the Tax directly with the respective Governmental Authority prior to payment, then the providing Party may in its discretion agree not to xxxx and/or not to require payment of such Tax by the purchasing Party, provided that the purchasing Party (i) furnishes the providing Party with any exemption certificate requested by and in the form prescribed by the providing Party, (ii) furnishes the providing Party with a letter signed by an officer of the purchasing Party setting forth the basis of the purchasing Party’s position under Applicable Law; and (iii) furnishes the providing Party with an indemnification agreement, reasonably acceptable to the providing Party, which holds the providing Party harmless from any Tax, interest, penalties, loss, cost or expenses (including attorney fees) that may be incurred by the providing Party in connection with any claim asserted or actions taken by the respective Governmental Authority to assess or collect such Tax from the providing Party.

32.4 To the extent permitted by and pursuant to Applicable Law, and subject to the provisions of this Section 32.0, the purchasing Party shall have the right to contest with the respective Governmental Authority, or if necessary under Applicable Law to have the providing Party contest (in either case at the purchasing Party’s expense) any Tax that the purchasing Party asserts is not applicable, from which it claims an exemption or exclusion, or which it claims to have paid in error; provided, however, that (i) the purchasing Party shall ensure that no lien is attached to any asset of the providing Party as a result of any contest of a disputed Tax; (ii) with respect to any Tax that could be assessed against or collected from the providing Party by the respective Governmental Authority, the providing Party shall retain the right to determine the manner of contesting such disputed Tax, including but not limited to a decision that the disputed Tax will be contested by pursuing a claim for credit or refund; (iii) except  to the extent that the providing Party has agreed pursuant to this Section 32.0 not to xxxx and/or not to require payment of such Tax by the purchasing Party pending the outcome of such contest, the purchasing Party pays any such Tax previously billed by the providing Party and continues paying such Tax as billed by the providing Party pending the outcome of such contest.  In the event that a disputed Tax is to be contested by pursuing a claim for credit or refund, if requested in writing by the purchasing Party, the providing Party shall facilitate such contest (i) by assigning to the purchasing Party its right to claim a credit or refund, if such an assignment is permitted under Applicable Law; or (ii) if an assignment is not permitted, by filing and pursuing the claim on behalf of the purchasing Party but at the purchasing Party’s expense.  Except as otherwise expressly provided in this Section 32.0, nothing in this Agreement shall be construed to impair, limit, restrict or otherwise affect the right of the providing Party to contest a Tax that could be assessed against or collected from it by the respective Governmental Authority.  With respect to any contest of a disputed Tax resulting in a refund, credit or other recovery, as between the purchasing Party and the providing Party, the purchasing Party shall be entitled to the amount that it previously paid, plus any applicable interest allowed on the recovery that is attributable to such amount, and the providing Party shall be entitled to all other amounts.

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32.5 If either Party is audited by or on behalf of a Governmental Authority with respect to a Tax, and in any contest of a Tax by either Party, the other Party shall cooperate fully and timely by providing records, testimony and such additional information or assistance as may reasonably be necessary to expeditiously resolve the audit or pursue the contest.

32.6 All Notices, affidavits, exemption certificates or other communications required or permitted to be given by either Party to the other under this Section 32.0 shall be sent in accordance with Section 18.0 above hereof.

32.7 CARRIER acknowledges and agrees that it is required to comply with Chapter 283 of the Texas Local Government Code, as it may be amended from time to time, and the reporting and compensation requirements of Subchapter R of the P.U.C.  Substantive Rules – Chapter 26, Applicable to Telecommunications Service Providers, as they may be amended from time to time.  With respect to municipal fees charged pursuant to Chapter 283, Tex. Loc. Gov’t Code, CARRIER agrees that it will directly report its access lines to the Texas Public Utility Commission, will remit the related payments to municipalities, and will otherwise comply with Chapter 283 and applicable P.U.C rules, as they may be amended from time to time.  CARRIER agrees that its failure to comply with all chapter 283 requirements, including any failure to provide AT&T-22STATE with a valid Adequate Proof Agreement acknowledging CARRIER’s obligation to pay Municipal Fees within thirty (30) days of AT&T-22STATE’s request, shall be considered a material breach of this Agreement and shall entitle AT&T-22STATE to any and all remedies provided elsewhere in this Agreement for such a breach, including, but not limited to suspension of all order processing (other than disconnect orders).

33.0 Non Waiver

33.1 Except as otherwise specified in this Agreement, no waiver of any provision of this Agreement and no consent to any default under this Agreement shall be effective unless the same is in writing and properly executed by or on behalf of the Party against whom such waiver or consent is claimed.  Waiver by either Party of any default by the other Party shall not be deemed a waiver of any other default.  Failure of either Party to insist on performance of any term or condition of this Agreement or to exercise any right or privilege hereunder shall not be construed as a continuing or future waiver of such term, condition, right or privilege.  No course of dealing or failure of any Party to strictly enforce any term, right, or condition of this Agreement in any instance shall be construed as a general waiver or relinquishment of such term, right or condition.

34.0 Network Maintenance and Management

34.1 The Parties will work cooperatively to implement this Agreement.  The Parties will exchange appropriate information (for example, maintenance contact numbers, network information, information required to comply with law enforcement and other security agencies of the government, escalation processes, etc.) to achieve this desired result.

34.2 AT&T will administer its network to ensure acceptable service levels to all users of its network services.  Service levels are generally considered acceptable only when End Users are able to establish connections with little or no delay encountered in the network.  Each Party will provide a 24-hour contact number for Network Traffic Management issues to the other’s surveillance management center.

34.3 AT&T maintains the right to implement protective network traffic management controls, such as “cancel to”, “call gapping” or seven (7)-digit and ten (10)-digit code gaps, to selectively cancel the completion of traffic over its network, when required to protect the public-switched network from congestion as a result of occurrences such as facility failures, switch congestion or failure or focused overload.

34.4 Where the capability exists, originating or terminating traffic reroutes may be implemented by AT&T to temporarily relieve network congestion due to facility failures or abnormal calling patterns.  Reroutes shall not be used to circumvent normal trunk servicing.

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34.5 CARRIER shall not use any products and/or services hereunder in any manner that interferes with or impairs or undermines service over any facilities of AT&T-22STATE, its Affiliated companies or another connecting telecommunications carriers, prevents any telecommunications carrier from using its telecommunications service, impairs the quality or the privacy of telecommunications service to other carriers or to either Party’s end users, causes hazards to either Party’s personnel or the public, damage to either Party’s or any connecting carrier’s facilities or equipment, including any malfunction of ordering or billing systems or equipment.  Upon such occurrence either Party may discontinue using or refuse to provide the products and/or services hereunder, but only for so long as the other Party is violating this provision.  Upon any such violation, either Party shall provide the other Party notice of the violation at the earliest practicable time.

35.0 End User Inquiries

35.1 Except as otherwise required by Section 25.1 above, each Party will refer all questions regarding the other Party’s services or products directly to the other Party at a telephone number specified by that Party.

35.2 Except as otherwise required by Section 25.1 above, each Party will ensure that all of its representatives who receive inquiries regarding the other Party’s services:

35.2.1 Direct the callers who inquire about the other Party’s services or products to their local service provider.

35.2.2 Do not in any way disparage or discriminate against the other Party or its products or services.

35.3 Except as otherwise provided in this Agreement, CARRIER shall be the primary point of contact for CARRIER’s End Users with respect to the services CARRIER provides such End Users.

35.4 CARRIER acknowledges that AT&T-22STATE may, upon End User request, provide services directly to such End User similar to those offered to CARRIER under this Agreement.

36.0 Expenses

36.1 Except as expressly set forth in this Agreement, each Party will be solely responsible for its own expenses involved in all activities related to the matters covered by this Agreement.

37.0 Conflict of Interest

37.1 The Parties represent that no employee or agent of either Party has been or will be employed, retained, paid a fee, or otherwise received or will receive any personal compensation or consideration from the other Party, or any of the other Party’s employees or agents in connection with the negotiation of this Agreement or any associated documents.

38.0 Survival

38.1 The Parties’ obligations under this Agreement which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.  Without limiting the general applicability of the foregoing, the following terms and conditions of the General Terms and Conditions are specifically agreed by the Parties to continue beyond the termination or expiration of this Agreement:  Section 8.0 above and Section 8.1.1 above on Termination; 10.6 above on Cash Deposits; Section 10.7 above on Deposit Interest; Section 10.8 above on Drawing on Cash Deposits; Section 11.9 above on Escrow requirements; Sections 11.1 above thru Section 11.6 on Billing & Payment of Charges; Section 12.0 above on Non Payment and Procedures for Disconnection; Section 14.0 on Audits; Section 15.0 above on Warranties; Section 17.0 above Indemnity; Section 18.0 above on Intellectual Property/License; Section 19.0 above on Notices; Section 20.0 above on Publicity and Use of Trademarks or Service Marks; Section 21.0 above on Confidentiality; 23.0 above on Governing Law; Section CALEA Compliance; Section 32.0 above Taxes; Section 33.0 above Non Waivers; and Section 40.0 below Amendments and Modifications.

39.0 Scope of Agreement

39.1 This Agreement is the arrangement under which the Parties may purchase from each other Products and Services, as outlined by the terms and conditions herein.  Except as agreed upon in writing, neither Party shall be required to provide the other Party a function, facility, product, service or arrangement described in the Act that is not expressly provided herein.

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39.2 Except as specifically contained herein or provided by the FCC or any Commission within its lawful jurisdiction, nothing in this Agreement shall be deemed to affect any access charge arrangement.

40.0 Amendments and Modifications

40.1 Except as otherwise provided for in this Agreement, no provision of this Agreement shall be deemed amended or modified by either Party unless such an amendment or modification is in writing, dated, and signed by an authorized representative of both Parties.

41.0 Authority

41.1 Each of the AT&T-owned ILEC(s) for which this Agreement is executed represents and warrants that it is a corporation or limited partnership duly organized, validly existing and in good standing under the laws of its state of incorporation or formation.  Each of the AT&T-owned ILEC(s) for which this Agreement is executed represents and warrants that AT&T Operations, Inc. has full power and authority to execute and deliver this Agreement as agent for that AT&T-owned ILEC.  Each of the AT&T-owned ILEC(s) for which this Agreement is executed represents and warrants that it has full power and authority to perform its obligations hereunder.

41.2 CARRIER represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Kentucky and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  CARRIER represents and warrants that it has been or will be certified as a LEC by the Commission(s) prior to submitting any orders hereunder and is or will be authorized to provide the Telecommunications Services contemplated hereunder in the territory contemplated hereunder prior to submission of orders for such Service.

41.3 Each Person whose signature appears below represents and warrants that he or she has authority to bind the Party on whose behalf he or she has executed this Agreement.

42.0 Counterparts

42.1 This Agreement may be executed in counterparts.  Each counterpart shall be considered an original and such counterparts shall together constitute one and the same instrument.

43.0 Entire Agreement

43.1 AT&T-21STATE only:

43.1.1 The terms contained in this Agreement and any Attachments, Exhibits, Schedules, and Addenda constitute the entire agreement between the Parties with respect to the subject matter hereof, superseding all prior understandings, proposals and other communications, oral or written between the Parties during the negotiations of this Agreement and through the execution and/or Effective Date of this Agreement.  This Agreement shall not operate as or constitute a novation of any agreement or contract between the Parties that predates the execution and/or Effective Date of this Agreement.

43.2 AT&T CONNECTICUT only:

43.2.1 The rates, terms and conditions contained in this Agreement and any Attachments, Exhibits, Schedules, Addenda, Commission-approved tariffs and other documents or instruments referred to herein and incorporated into this Agreement by reference constitute the entire agreement between the Parties with respect to the subject matter hereof, superseding all prior understandings, proposals and other communications, oral or written between the Parties pre-dating the execution of this Agreement; provided, however, that none of the rates, terms or conditions of this Agreement shall be construed to apply in any manner to any period prior to the termination and/or expiration date of any agreement that this Agreement replaces.  This Agreement shall not operate as or constitute a novation of any agreement or contract between the Parties that predates the execution and/or Effective Date of this Agreement.

Page 44 of 158

General Terms and Conditions/AT&T-22STATE

Page 1 of 1

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 12/22/08

			BellSouth Telecommunications, Inc. d/b/a AT&T Alabama, AT&T Florida, AT&T Georgia, AT&T Kentucky, AT&T Louisiana, AT&T Mississippi, AT&T, North Carolina, AT&T South Carolina, and AT&T Tennessee, Illinois Xxxx Telephone Company d/b/a AT&T Illinois, Xxxxxxx Xxxx Telephone Company Incorporated d/b/a AT&T Indiana, Michigan Xxxx Telephone Company d/b/a AT&T Michigan, Nevada Xxxx Telephone Company d/b/a AT&T Nevada, The Ohio Xxxx Telephone Company d/b/a AT&T Ohio, Pacific Xxxx Telephone Company d/b/a AT&T California, The Southern New England Telephone Company d/b/a AT&T Connecticut, Southwestern Xxxx Telephone Company d/b/a AT&T Arkansas, AT&T Kansas, AT&T Missouri, AT&T Oklahoma, AT&T Texas, Wisconsin Xxxx, Inc. d/b/a AT&T Wisconsin by AT&T Operations, Inc., its authorized agent
By:	/s/ Xxxxx X. Xxxxxxxxxxxxx		By:	/s/ Xxxxx X. Xxxx, Xx.
Name:	Xxxxx X. Xxxxxxxxxxxxx		Name:	Xxxxx X. Xxxx, Xx.
Title:	COO/CFO		Title:	Director-Interconnection Agreements
Date:	7-31-09		Date:	8-10-09

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 1 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

ATTACHMENT 02 –

LOCAL WHOLESALE COMPLETE

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 2 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

TABLE OF CONTENTS
Section	Section Number

Introduction		1.0
Definitions		2.0
Appendices Incorporated by Reference		3.0
LWC Description		4.0
Scope; Integrated Offering		5.0
Pricing		6.0
Service Assurance Plan		7.0
Pay-Per-Calls		8.0
Carrier Reciprocity		9.0
White Pages Directory Listings		10.0
Terminating Traffic Cooperation		11.0
Intercarrier Compensation Responsibilities		12.0
Operational Issues		13.0
LWC-Specific Events of Default		14.0
Billing and Payment of Charges		15.0
False Technician Dispatch		16.0
Severability		17.0
End User Fraud		18.0
Law Enforcement		19.0
Network Maintenance and Management		20.0
Customer Inquiries/End User Notices		21.0
Survival		22.0
Publicity		23.0
Preservation of Legal Positions		24.0

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 3 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

1.0 Introduction

1.1 The Parties understand and agree that this Attachment sets forth the terms and conditions, including prices, under which AT&T-22STATE will make available to CARRIER its end-to-end “Local Wholesale Complete” or “LWC” service within AT&T-22STATE’s Service Areas, which CARRIER agrees to purchase to provide local exchange telecommunications services to Eligible End Users (as defined herein) within those same Service Areas.

1.2 The LWC product refers to an offering which has dial tone capabilities using Basic Analog Switching Functionality (as defined herein) connected to a Basic Analog Transmission Facility (as defined herein), in conjunction with other network capabilities, provided by AT&T-22STATE.  Both the Basic Analog Switching Functionality and Basic Analog Transmission Facility are integral and mandatory parts of LWC, and must be provisioned for each LWC; otherwise, LWC is not available to CARRIER.

1.3 CARRIER agrees that it will not permit any Affiliate to use LWC, except as provided in 1.3.1.

1.3.1 CARRIER represents that all of its Affiliates that are engaged in local dialtone services (e.g., wireline local exchange service) in AT&T-22STATE Service Areas as of the effective date of this Attachment are Parties to the Agreement, and are individually and collectively referred to herein as CARRIER.

1.4 This Attachment includes certain Appendices, Exhibit(s), and Schedules, all of which are hereby incorporated in this Attachment by this reference and constitute a part of this Attachment.

1.5 This Attachment shall apply between the Parties, and each Party shall be bound to its provisions, in each AT&T-22STATE State.

1.6 AT&T-22STATE shall make routine network modifications to Basic Analog Loops being used to provide CARRIER with LWC, where the requested Basic Analog Loop facility has already been constructed.  AT&T-22STATE shall perform routine network modifications to such Basic Analog Loops, without regard to whether those Basic Analog Loops were constructed on behalf, or in accordance with the specifications, of any carrier.

1.6.1 A routine network modification is an activity that AT&T-22STATE regularly undertakes for its own retail customers where there are no additional charges or minimum term commitments.  Routine network modifications shall be performed for CARRIER under the same conditions and in the same manner that AT&T-22STATE does for its own retail customers.  Routine network modifications may entail activities such as accessing manholes, deploying bucket trucks to reach aerial cable, and installing equipment casings.

1.6.2 Notwithstanding any other provisions of this Agreement, routine network modifications do not include constructing new loops; installing new cable; splicing cable at any location other than an existing splice point or at any location where a splice enclosure is not already present; securing permits, rights-of-way, or building access arrangements; constructing and/or placing new manholes, handholds, poles, ducts or conduits; installing new terminals or terminal enclosures (e.g., controlled environmental vaults, huts, or cabinets).  AT&T-22STATE is not obligated to perform those activities for CARRIER.  However, CARRIER may request that AT&T-22STATE perform such activities for additional charges.  If CARRIER makes such a request and AT&T-22STATE is willing to perform the requested activities, AT&T-22STATE shall determine the charges for any such activities on an individual case basis (ICB), which shall reflect an engineering estimate of the actual costs of time and materials required to perform the routine network modification.  CARRIER shall be required to pay those charges in advance and to execute AT&T-22STATE’s standard form(s) used for such or substantially similar ICBs, before AT&T-22STATE performs such activities.

1.6.3 AT&T-22STATE shall determine whether and how to perform routine network modifications using the same network or outside plant engineering principles that would be applied in providing service to AT&T-22STATE’s retail customers.

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 4 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

1.7 LWC is available only where capabilities and facilities exist. The facilities used by AT&T-22STATE to provide LWC shall remain the property of AT&T-22STATE.  Notwithstanding anything to the contrary in this Agreement (including without limitation any of its attachments or appendices), nothing herein shall obligate AT&T-22STATE to provide LWC or LWCALs using or otherwise provided over (i) any fiber-to-the-premise, fiber-to-the-home or fiber-to-the-curb facilities (as defined and used in 47 C.F.R. § 51.319(a)(3) and FCC orders relating thereto), or (ii) any facilities in the following AT&T-22STATE wire centers: Richardson, TX (DLLSTXRNDS0), Olathe, Kansas (KSCYKSOLDS0) and Corporate Xxxxx, KS (KSCYKSCBDS0) (except that this Section 1.7(ii) shall not apply to an end user premise to which copper loop facilities exist from the Serving Switch to that end user premise), or (iii) any other facilities that AT&T-22STATE may have deployed or that AT&T-22STATE may deploy for which it is not obligated to unbundle pursuant to 47 U.S.C. § 251(c)(3), as determined by lawful and effective FCC rules and associated lawful and effective FCC and judicial orders.  This Section 1.7 controls and otherwise applies irrespective of any other provision of this Agreement (including without limitation any of its attachments or appendices) that might be similarly written (e.g., provisions that include “notwithstanding any other provision,” “in any event”, “in no event”).

1.8 Except as set forth in the LWC Service Assurance Plan (see Section 3.1.8 hereof), the Parties understand and agree that no performance measures and remedies, including without limitation, any wholesale service quality standards, liquidated damages, and remedies, shall apply under this Attachment.

1.9 The Parties agree that the Offerings are not subject to any AT&T-22STATE change management processes (often referred to as “CMP”), except that changes to systems and processes that are common to both the Offerings hereunder and other AT&T-22STATE offerings that are subject to any change management process, shall continue to be subject to such process and CARRIER hereunder shall be subject to the outcomes of such CMPs.

1.10 The Parties acknowledge and agree that this Attachment, in whole or in part, is not subject to Sections 251/252 of the Act, and is not, and was not, subject to negotiation and/or arbitration under Sections 251 and/or 252 of the Act.

2.0 Definitions

As used in this Attachment, the following terms and phrases shall have the assigned meaning.

2.1 “Act” means the federal Communications Act of 1934, as amended, including by the Telecommunications Act of 1996.

2.2 “Affiliate” means a person or entity that (directly or indirectly) owns or controls, is owned or controlled by, or is under common ownership or control with, another person.  For purposes of this definition, the term ''own'' means to own an equity interest (or the equivalent thereof) of more than 10 percent.

2.3 “Agreement” means the Commercial Agreement between AT&T-22STATE and CARRIER to which the Attachment Local Wholesale CompleteTM is attached and incorporated.

2.4 “Basic Analog Switching Functionality” refers to the functionality provided with a Local Wholesale Complete Access Line (LWCAL) by a circuit-switched, line-side, analog or TDM switch connection available in a Loop Start Signaling configuration (as defined herein, i.e., loop start at the customer’s premises but not necessarily at the AT&T-13STATE central office) used primarily for switched voice and voice-band data communications, subject to the Agreement’s Technology Evolution provisions.  Expressly excluded from the scope and definition of Basic Analog Switching Functionality are Centrex, Centrex-like (and any similar), PBX, payphone (coin), and I/O features/functions/ capabilities, as well as trunk ports and DS-1 (and higher capacity) ports used other than as a multiplexing of Basic Analog Loops.

2.5 “Basic Analog Transmission Facility” refers to a transmission facility provided with a LWCAL that connects a distribution frame (or its equivalent) in an AT&T-22STATE central office and the facility demarcation point at an Eligible End User’s premises, which has an appearance of a 2-Wire analog transmission facility (or a facility that is being used to provide the equivalent transmission capacity including equivalent voice-band modem-data capabilities) that supports analog voice frequency, voice-band services with loop start signaling within the frequency spectrum of approximately 300 Hz and 3000 Hz.  Basic Analog Transmission Facility may refer, as an example, to a hybrid circuit, in which the analog transmission originating from the Eligible End User’s premises is converted to a TDM digital format at an RT, FDI, hut, CEV or other AT&T-22STATE enclosure for carriage to the AT&T-22STATE central office, at which location appropriate digital signaling would be utilized.  If CARRIER requests a Basic Analog Transmission Facility where an Eligible End User’s premises is served by an Integrated Digital Loop Carrier (IDLC), AT&T-12STATE will, where available, move the requested Basic Analog Transmission Facility to a spare, existing all-copper or universal digital loop carrier Basic Analog Transmission Facility at no additional charge to CARRIER.  If, however, no spare Basic Analog Transmission Facility is available, AT&T-12STATE will within two (2) Business Days of CARRIER’s request, notify CARRIER of the lack of available facilities.

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 5 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

2.6 “Control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.

2.7 “Electronic Service Order” means an electronic service order sent to AT&T-22STATE over a standard, computerized AT&T-22STATE service order interface such as EDI or WebLEX.

2.8 “Flow Through” is the percentage of Electronic Service Orders in the relevant time period that are completed to “Firm Order Confirmation ” (FOC), without manual intervention by AT&T-22STATE due to CARRIER system limitations or order errors.

2.9 “IntraLATA Toll” is defined as traffic between one AT&T-22STATE’s local calling area to another AT&T-22STATE’s local calling area within one LATA within the respective state.

2.10 “Local Wholesale Complete” (“LWC”) refers collectively to the technology packages, operational support capabilities, and certain ancillary services supporting the provision of local exchange service by CARRIER, that are offered by AT&T-22STATE as an end-to-end service under this Attachment.

2.11 “Loop Start Signaling” refers to loop start signaling at the Eligible End User’s side of the Basic Analog Transmission Facility.  Thus, loop Start Signaling may refer, as an example, to a hybrid circuit, in which the analog transmission originating from the Eligible End User’s premises is converted to a TDM digital format at an RT, FDI, hut, CEV or other AT&T-22STATE enclosure for carriage to the AT&T-22STATE central office, and which, if entering the AT&T-22STATE end office switch digitally, would employ an appropriate digital signaling format, and not transmission start signaling, at that central office end of the circuit.

2.12 “LWC Access Line” (“LWCAL”) refers to an individual technology package offered by AT&T-22STATE which includes a Basic Analog Transmission Facility connected with Basic Analog Switching Functionality, equipped so that CARRIER can provide local exchange dialtone service to a particular LWC End User premises, and is otherwise operational in accordance with the provisions of this Attachment.

2.13 “Offerings” means all of the AT&T-22STATE products being made available, and activities being performed by AT&T-22STATE, under this Attachment, including, without limitation, LWC.

2.14 “TDM” refers to the channelization of digitized voice grade circuits into DS-1 and higher speed transmission signals using time division multiplexing.  TDM is used in circuit switching.

3.0 Appendices Incorporated by Reference

3.1 Included as integral parts of this Attachment are the following listed Appendices, which are attached and incorporated by this reference:

3.1.1 Attachment LWC 800

3.1.2 Attachment LWC Alternately Billed Traffic (“ABT”)

3.1.3 Attachment LWC LIDB and CNAM

3.1.4 Attachment LWC OSS

3.1.5 Attachment LWC 911/E911

3.1.6 Attachment LWC Basic Analog Switching Functionality and Non-Dedicated Transport

3.1.7 Attachment LWC DUF

3.1.8 Attachment LWC Service Assurance Plan (with Attachment – Service Assurance Business Rules to Attachment LWC Service Assurance Plan)

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 6 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

3.1.9 Attachment LWC Operator Services and Directory Assistance (OS/DA)

3.1.10 Attachment LWC Number Portability

3.1.11 Attachment AT&T SOUTHEAST REGION  9-STATE Commercial Inside Wire Maintenance Plan

3.1.12 Attachment LWC AT&T SOUTHEAST REGION 9-STATE Industrial Voicemail

3.1.13 Attachment LWC - Coin

4.0 LWC Description

4.1 LWC is only available to CARRIER for use in providing local exchange telecommunications service to its residential, business, and government end users within a Service Area(“Eligible End Users”) except where, and only to the extent that, CARRIER is required to allow for the resale its local exchange telecommunications services under state or federal law.  Eligible End Users being served by CARRIER using LWC are referred to herein as “LWC End Users.”

4.1.1 LWC is only available to Residential and Small Business POTS classes of service and Coin classes of service as defined in the LWC Coin Attachment.

4.1.2 The definition of “Eligible End User” excludes telecommunications carriers (including without limitation CARRIER and its Affiliates for administrative use), and Internet service providers.  LWC is not available to serve those excluded end users, and CARRIER shall not use LWC to serve those excluded end users.

4.1.3 LWC may not be used for termination of “pass through” or transit access traffic if such use results in an arrangement that seeks to avoid the appropriate application of switched access charges.

4.2 Each LWCAL includes the following, subject to the provisions of the Appendices:

4.2.1 A single NANP telephone number (i.e., NPA-NXX-XXXX) assigned to it, which shall be one either associated with the AT&T-22STATE Serving Switch (as defined herein) per the Telcordia LERG (Local Exchange Routing Guide), or ported to the Serving Switch as permitted under local number portability (“LWC Number”).

4.2.2 One white page directory listing for the LWC Number, inclusion of the LWC Number in AT&T-22STATE’s Operator Services and Directory Assistance databases, and annual delivery of one Directory to each LWC End User according to AT&T-22STATE practices for its own customers in the serving area.  See also Attachment LWC Operator Services and Directory Assistance (OS/DA).

4.2.2.1 Additional, foreign, enhanced, non-published, non-listed, and other special white page listings are available at the price set forth in LWC Pricing Schedule.

4.2.3 Use of non-dedicated transport for calls originated from the LWCAL that terminate within the local calling scope, any mandatory extended area service calling scope(s) (one-way or two-way), and “1+” intraLATA toll calling scope.  All of the foregoing calling scopes shall be determined with respect to AT&T-22STATE’s retail telecommunications service offerings, the premises of the LWC End User, and the serving AT&T-22STATE end office switch providing the Basic Analog Switching Functionality used to serve the LWC End User (“Serving Switch”).

4.2.4 Use of non-dedicated transport for intraLATA and interLATA toll calls terminated to or originating from the LWCAL, for those toll calls that are handed off between AT&T-22STATE and a third party carrier at a point other than the LWCAL’s Serving Switch.

4.2.5 Use of those vertical features, CLASS features, line class codes that are being used, as of the effective date of this Attachment, by CARRIER to provide mandatory calling scope plans on a retail basis, and other features, functions, and capabilities Loaded and Activated from the switch-vendor-provided generic software of the Serving Switch for use with Basic Analog Switching Functionality.  “Loaded” means that it is included in the software installed in the Serving Switch.  “Activated” means that the licensing fees are current; that no further license, right to use, or other fee needs to be paid to, and no enabling code or other mechanism or method needs to be obtained from a third party; and that translations and USOCs for use with LWC are in place such that ordering, billing and provisioning wholesale processes have been implemented (see Section 7, Phased-In Implementation).  The Phase II implementation shall not negatively affect the availability of any Basic Analog Switching Functionality feature, line class code, function or capability that was Loaded and Activated prior to that implementation, and which were previously available to CARRIER under this Attachment.  Specifically excluded from the foregoing are other line class codes and any features, functions, or capabilities specifically developed by or on behalf of AT&T-22STATE that it wishes to reserve exclusively for its use (e.g., “Toll Saver”).

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 7 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

4.2.5.1 In the event that AT&T-22STATE plans to cancel or otherwise discontinue offering, on a retail basis, a retail calling scope that is available to CARRIER under this Section 4.2.5 (excluding Optional EAS, which is specifically addressed by Section 4.2.6), AT&T-22STATE shall provide written notice to CARRIER within 30 days after AT&T-22STATE’s public announcement regarding the planned retail offering.  CARRIER shall provide AT&T-13STATE with written notice no later than the 60th day after receipt of whether CARRIER wishes to continue to use the supporting line class code(s), and the Parties shall engage in good faith negotiations over the additional terms and conditions, including charges, with respect to CARRIER’s continued use and AT&T-13STATE’s continued maintenance of the supporting line class code(s).  Notwithstanding the foregoing in this Section 4.2.5.1, if AT&T-13STATE modifies a retail calling scope that is available to CARRIER under this Attachment (excluding Optional EAS, which is specifically addressed by Section 4.2.6) such that the Serving Switch functionality providing that calling scope is affected (including without limitation as a result of a legal and/or regulatory order or other requirement), that retail calling scope shall also be so modified as to CARRIER and its LWC End Users, and implemented in the same time frame as AT&T-13STATE’s retail offering.

4.2.5.2 CARRIER may continue to use, and AT&T OKLAHOMA agrees to maintain, the AT&T OKLAHOMA Local Plus® line class codes (“OKLCCs”), which provide for the capability of providing an optional one-way, outward, extended area calling to other customers in AT&T OKLAHOMA exchanges that are located within the same LATA where the AT&T OKLAHOMA switch providing Basic Analog Switching Functionality for an LWCAL on which an OKLCC is present, is located.  Calls included in this plan are dialed using a seven-digit or ten-digit dialing pattern.  CARRIER agrees to pay the monthly recurring charge set forth in the LWC Pricing Schedule for each month or partial month that an LWCAL has an OKLCC present.  AT&T OKLAHOMA agrees to maintain the OKLCCs in all AT&T OKLAHOMA circuit end office switches that provide LWC and from which AT&T OKLAHOMA previously made Local Plus® available.  AT&T OKLAHOMA’s maintenance includes making changes to the OKLCCs on a switch-by-switch basis when NPA splits or NPA overlays occur, and making changes to the OKLCCs on a switch-by-switch basis when a new NPA-NXX is added or removed from a Local Plus® calling area.  The dialing pattern will be maintained so that originating calls that are to be terminated within a Local Plus® calling area will have the same dialing pattern as existed as of September 15, 2003.

4.2.6 Use the Serving Switch functionality (e.g., line class code) that provides those optional extended area service calling scopes(s) (one-way or two-way) that are set forth in the LWC Pricing Schedule (“Optional EAS”).

4.2.6.1 CARRIER may also use non-dedicated transport for calls originated from or terminated to the LWCAL as a result of use of an Optional EAS.

4.2.6.2 If AT&T-22STATE cancels, discontinues or otherwise modifies its retail offering that uses an Optional EAS or any mandatory calling scope plan such that the Serving Switch functionality or other methodology used in providing the Optional EAS or mandatory calling scope plan is affected (including without limitation as a result of a legal and/or regulatory order or other requirement), the Optional EAS and/or mandatory calling scope plan available to CARRIER shall also be so canceled, discontinued, or otherwise modified, and implemented in the same time frame as AT&T-22STATE’s retail offering.

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 8 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

4.2.7 Use of SS7, CNAM, LIDB, E911, and 800 as required for originating calls from, or terminating calls to, a LWCAL.  See also Appendices XXX 000, XXX LIDB and CNAM, and XXX 000/X000 hereof.

4.2.8 Use of AT&T-22STATE’s call routing tables in the Serving Switch for calls originating from the LWC Number in the same manner as calls from AT&T-22STATE retail/resale service from that same Serving Switch are routed (local, intraLATA toll, transiting to other telecommunications carriers, transport to IXC POPs).

4.2.9 A daily usage feed containing usage records to facilitate billing and intercarrier compensation.  Also see Attachment LWC DUF.

4.2.10 911/E911 record administration and maintenance.  Also see Attachment LWC 911/E911.

4.2.11 On/Off Premises extensions and Different Premises Address extensions are available for select LWC Services in AT&T SOUTHEAST REGION 9-STATE.  The rates are as set forth in the AT&T SOUTHEAST REGION 9-STATE Pricing Schedule.

5.0 Scope; Integrated Offering

5.1 This Attachment is applicable to and binding upon both Parties in the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Missisisippi, North Carolina, South Carolina, Tennessee, California, Nevada, Texas, Missouri, Oklahoma, Kansas, Arkansas, Illinois, Wisconsin, Michigan, Indiana, Ohio, and Connecticut, and only applies within the Service Areas.

5.2 AT&T-22STATE and CARRIER understand and agree that:

5.2.1 this Agreement, including LWC, is offered as a complete, integrated, non-severable packaged offering only;

5.2.2 the provisions of this Agreement have been negotiated as part of an entire, indivisible agreement and integrated with each other in such a manner that each provision is material to every other provision;

5.2.3 that each and every term and condition, including pricing, of this Agreement is conditioned on, and in consideration for, every other term and condition, including pricing, in this Agreement.  The Parties agree that they would not have agreed to this Agreement except for the fact that it was entered into on a 22-State basis and included the totality of terms and conditions, including pricing, listed herein;

5.2.4 that AT&T-22STATE would not provide LWC but for the Parties’ mutual agreement on each and every provision of this Agreement being integrated, non-severable, and indivisible in its entirety;

5.2.5 that neither CARRIER nor AT&T-22STATE will be entitled to substitutions and/or modifications to the packaged contractual and network offerings based upon agreements either Party may enter into with third parties (e.g., no “picking and choosing” of selective terms and conditions); and

5.2.6 if any of the scenarios described in Section 24.2 of the Agreement or a similar situation results in any of the provisions of the Agreement (including this Attachment and its appendices and schedules) being offered in a manner that are different than they were agreed to by the Parties without all of the other provisions of this Agreement (e.g., tariffing required at different terms and conditions, including pricing), then the Parties acknowledge that Sections 14.2 and/or 14.3 of this Attachment apply.

5.3 In entering into this Attachment, each Party agrees to abide by and honor the terms and conditions, including pricing, set forth in this Attachment without challenging its provisions, and that it shall not take any position(s) or seek any provision(s) that are inconsistent with the provisions set forth in this Attachment for so long as this Attachment remains in effect between the Parties.  CARRIER further agrees that it shall not seek and/or otherwise initiate, participate (voluntarily) and/or intervene in any future state or federal regulatory, judicial or legislative proceeding relating or applicable to, or which would reasonably be expected to affect, the LWC product including, without limitation, any docket or proceeding that require(d) that any AT&T-22STATE ILEC(s) make available LWC (or a similar offering) at prices different than those in this Attachment (e.g., TELRIC rates), for so long as this Attachment remains in effect.  The failure to abide by this Section shall be deemed a material breach of this Attachment, except in any State, if any, where this Attachment has been terminated.  Nothing contained herein shall preclude CARRIER from membership in any association or organization that itself takes actions inconsistent with this subsection 5.3 so long as such organizations do not represent that the position is supported by CARRIER.  CARRIER shall require that such organizations affirmatively acknowledge that such organizations are not representing CARRIER for any matters that CARRIER could not otherwise participate in under this Attachment.  Nothing contained herein shall preclude CARRIER from taking any position with respect to the obligations of ILEC(s) that are not affiliates of AT&T-22STATE.

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 9 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

5.4 Each Party and its Affiliates shall support and defend the reasonableness of this Attachment, including without limitation its substantive terms and conditions and the nature of the Attachment, publicly and before and with any federal or state governmental entity (including any regulatory agency, court, or legislature and the representatives of each) and regardless of the nature or status of the forum or proceeding.  Included within the foregoing is the obligation of each Party and its Affiliates to support and defend the indivisible nature of this Attachment, including against any attempts that could result in treatment contrary to Section 5.2.

6.0 Pricing

6.1 The prices that shall apply under this Attachment are set forth or referenced in the Agreement, including this Attachment and the attached LWC Pricing Schedules for AT&T-13STATE and AT&T SOUTHEAST REGION 9-STATE (including service order charges), which is attached and incorporated herein by this reference.

6.1.1 With respect to the calculation of “minutes of use” (“MOUs”) per LWCAL per end office per billing cycle and the application of the usage rate(s), they shall be made for each end office that provided the Basic Analog Switching Functionality used to provide CARRIER with any LWCAL during the billing cycle.  All MOUs by LWCALs during a billing cycle (any delayed usage from any previous periods are excluded) shall be gathered on a per-LWCAL basis, rounded up to the nearest full minute, and then aggregated at the end office level.

6.1.2 For LWCALs in AT&T-13STATE, there is a single usage rate that will be billed on a per minute of use basis and in accordance with Section 6.1.1.  This rate is provided in the AT&T-13STATE Pricing schedule.

6.1.3 For LWCALs in AT&T SOUTHEAST REGION 9-STATE, there are usage rates for End Office Switching, Tandem Switching and Common Transport.  The rates will be billed on a per minute-of-use basis and are provided in the AT&T SOUTHEAST REGION 9-STATE Pricing Schedule.

6.1.3.1 AT&T SOUTHEAST REGION 9-STATE may, at its option, move to a single LWC Usage rate element, listed as Local Wholesale Complete Usage, per mou in the AT&T SOUTHEAST REGION 9-STATE Pricing Schedule.  If AT&T, at its option, moves to this single rate element, it may require AT&T Billing System modifications.  If and when those modifications are complete, AT&T shall notify CARRIER, that the single LWC Usage rate shall apply going forward.

6.2 Where the capabilities exists, CARRIER may purchase certain optional AIN-based features set forth on the LWC Pricing Schedule, on a per-LWCAL or per-usage basis as noted.  Where Activated and Loaded in the Serving Switch, CARRIER may order business line hunting to serve business LWC End Users, on a per-business LWC Number basis.  The prices for these optional enhancements are set forth in the LWC Pricing Schedules.

6.3 CARRIER shall pay an additional charge(s) per LWCAL that is equal in both amount and frequency (e.g., monthly, non-recurring, usage-based) to any AT&T-22STATE tariffed surcharge(s) (whether tariffed on an interstate or intrastate basis) applicable to AT&T-22STATE retail or resale end users, which surcharge(s) is for recovering costs incurred in implementing federal, state, or local mandates (including modifications and expansions of existing mandates) that become effective subsequent to October 1, 2004.

6.4 Xxxx Claim/ Dispute Charge.  This charge shall be applied to CARRIER each time it submits a billing dispute to which a claim number is assigned through the then-current process and the charges are "sustained" (verified as correct) by AT&T-22STATE.  AT&T-22STATE’s then-current Billing Claims Dispute Spreadsheet must be used by CARRIER when raising claims/disputes about its LWC invoices.  In those instances where a single Spreadsheet carries multiple disputes based upon the same reason, the Xxxx Claim/Dispute Charge would be applied once as to those instances only if the disputed charge is sustained.

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 10 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

6.5 False Technician Dispatch Charge – per

6.5.1 If trouble appears to occur with LWC, CARRIER will first determine whether the trouble is in CARRIER’s own equipment and/or facilities or those of the end user customer being served using LWC.  If CARRIER determines the trouble is not with such equipment or facilities, CARRIER will issue a trouble report to AT&T-22STATE.

6.5.2 CARRIER shall pay the False Technician Dispatch charge, as set forth in the LWC Pricing Schedule, when CARRIER reports suspected LWC trouble and AT&T-22STATE personnel is dispatched (e.g., to an outside location, within a AT&T-22STATE premises) and the trouble was not caused by AT&T-22STATE’s LWC.

6.5.3 CARRIER shall pay the False Technician Dispatch charge when AT&T-22STATE dispatches personnel and the trouble is in equipment or communications systems provided by an entity other than AT&T-22STATE or in detariffed CPE provided by AT&T-22STATE, unless covered under a separate maintenance agreement.

6.5.4 CARRIER shall pay the False Technician Dispatch charge when the trouble clearance did not otherwise require dispatch, but dispatch was requested for repair verification, and the circuit did not exceed maintenance limits.

6.5.5 AT&T-22STATE shall not be obligated to dispatch any AT&T-22STATE personnel to any location outside of AT&T-22STATE’s network or premises pursuant to this Attachment.

6.5.6 The False Technician Dispatch charge will apply per incident.

6.5.7 If CARRIER requests or approves a AT&T-22STATE technician to perform services in excess of or not otherwise contemplated by the nonrecurring charges herein, CLEC will pay Maintenance of Service charges for any additional work to perform such services, including requests for installation or conversion outside of normally scheduled working hours at rates under their existing Interconnection Agreement or if such rates do not exist, then at the Interstate Tariff rates.  AT&T-22STATE shall have no obligation under the Agreement, unless otherwise noted in this Agreement, including without limitation this Attachment, to perform any inside wire work.

6.6 Paper Xxxx Charge - Applicable Interstate Tariff Rate per incident.  Prior to the effectiveness of this Attachment, CARRIER shall notify AT&T-22STATE, via a profile update, which Alternate Xxxx Media (ABM) (Magnetic Tape, CD-ROM, or NDM Connect Direct feed) CARRIER has selected as its primary billing option.  This charge shall apply to any paper xxxx rendered more than 30 days after CARRIER has been fully enabled by AT&T-22STATE to send CARRIER’s bills via the initially selected ABM.  The charge will apply per monthly xxxx cycle, per each State, for each paper xxxx mailed.

6.7 Duplicate Xxxx Charge - per incident.  This charge shall apply each time CARRIER requests a duplicate production of a xxxx, whether in the current or any past cycle (as may be available), when the original xxxx previously rendered by AT&T-22STATE does not have any defects that prohibit its processing or use by CARRIER.

6.8 Non-EFT Payment Charge - per incident.  This charge shall apply when CARRIER renders any payment hereunder by manner other than as required by Section 16.19 of this Attachment.  By way of example only, payments made via check, cash, or money order are subject to this charge.

6.9 Service Order Expedite Request- per incident.  This charge shall apply to each incident in which CARRIER requests and receives a shorter interval than the standard offered for installation of an LWCAL.  The decision on whether to provide a shorter interval (a service order expedite) shall be made solely by AT&T-22STATE.

7.0 Service Assurance Plan

7.1 The purpose of the service assurance plan is to establish warranty levels that represent reasonable performance measure payouts.

Attachment 02 – Local Wholesale Complete/AT&T-22STATE

Page 11 of 22

SouthEast Telephone, Inc.

Version: 4Q08 – Commercial Agreement – LWC 01/22/09

7.1.1 OSS Interface Availability

7.1.2 Mechanized Order Completion Notification Timeliness

7.1.3 Percent AT&T-22STATE Caused Missed Due Dates

7.1.4 Installation Quality

7.1.5 Repeat Trouble Report Rate

7.1.6 Out of Service within 48 Hours

7.2 See also Attachment LWC Service Assurance Plan.

8.0 Pay-Per-Calls

8.1 CARRIER is solely responsible for 900/976/other similar pay-per-call calls originating from LWCALs and attributable to LWC Numbers, and associated charges.  AT&T-22STATE will provide CARRIER the functionality of blocking calls 900/976 calls on a per-LWCAL basis.

9.0 Carrier Reciprocity

9.1 This Attachment is reciprocal in nature, in that CARRIER is required, upon written request, to provide a LWC-equivalent offering to AT&T-22