This Interconnection, Resale and/or Unbundling Agreement (the “Agreement”), is by and between [insert appropriate CenturyTel entity name], with its address for purposes of this Agreement at 000 XxxxxxxXxx Xxxxx, Xxxxxx, Xxxxxxxxx 00000 (”CenturyTel”), and [FULL CLEC NAME], in its capacity as a certified provider of local wireline Telecommunications Service (“[SHORT CLEC NAME/**CLEC]”), with its address for this Agreement at [insert

C LEC’s address] (CenturyTel and **CLEC being referred to collectively as the “Parties” and

each individually as a “Party”). This Agreement covers services in the State of [insert name of state] only (the “State”).

WHEREAS, interconnection between competing Local Exchange Carriers (LECs) is necessary and desirable for the mutual exchange and termination of traffic originating on each LEC’s network; and

WHEREAS, the Parties desire to exchange such traffic and related signaling in a technically and economically efficient manner at defined and mutually agreed upon interconnection points; and

WHEREAS, the Parties wish to enter into an agreement to interconnect their respective telecommunications networks on terms that are fair and equitable to both Parties; and

WHEREAS, Section 251 of the Telecommunications Act of 1996 (the “Act”) imposes specific obligations on LECs with respect to the interconnection of their networks, resale of their Telecommunications Services, access to their poles, ducts, conduits and rights-of-way and, in certain cases, the offering of specific Unbundled Network Elements (UNEs);

NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and without waiving any reservation of rights set forth herein, CenturyTel and **CLEC hereby covenant and agree as follows:

ARTICLE I: PURPOSE, INTENT AND SCOPE OF AGREEMENT

1.0 PURPOSE OF THE AGREEMENT

Pursuant to this Agreement, the Parties will extend certain arrangements to one another within each area in which they both operate within the State for purposes of interconnection and the exchange of Local Traffic between their respective End User Customers, and for providing reciprocal access to poles, ducts, conduits and rights-of- way. This Agreement also governs the purchase by **CLEC of certain Telecommunications Services provided by CenturyTel in its franchised areas in the State pursuant to the obligations of Local Exchange Carriers under the Telecommunications Act of 1996, and as amended from time to time and codified at 47 U.S.C. §§ 151, et seq. This Agreement will be submitted to the State Public Service or Public Utilities Commission, as applicable (the “Commission”) for approval. The Parties agree that their entry into this Agreement is without prejudice to and does not waive any positions they may have taken previously, or may take in the future, in any legislative, regulatory, judicial or other public forum addressing any matters, including matters related to the same types of arrangements and/or matters related to CenturyTel’s rates and cost recovery that may be covered in this Agreement. **CLEC agrees to accept these terms and conditions with CenturyTel based on this Agreement as reciprocal where applicable.

2.0 INTENT OF THE AGREEMENT

Whereas Sections 251 and 252 of the Telecommunications Act of 1996, as amended from time to time, impose specific obligations on the Parties to interconnect with each other’s networks and access to certain services and facilities, the terms and conditions contained in this Agreement are intended to set forth the specific arrangements and services by which the Parties will discharge their respective obligations under Applicable Law. Furthermore, to the extent they apply to CenturyTel’s provision of services and/or facilities to **CLEC, such terms are intended to apply only to the extent required by Applicable Law.

3.0 SCOPE OF THE AGREEMENT

The following constitute parts of this Agreement:

Agreement: Preface & Recitals

Article I: Purpose, Intent and Scope of Agreement Article II: Definitions

Article III: General Terms & Conditions Article IV: Resale

Article V: Interconnection & Transport & Termination of

Traffic (Interconnection)

Article VI: Access to Unbundled Network Elements (UNEs) Article VII: Specific Terms for xDSL-capable UNE Loops

Article VIII: Maintenance

Article IX: Additional Services (NP; Access to Poles, Ducts,

Conduit & ROWs; 911/E911; Directory Service & Distribution; Collocation)

Article X: Access to Operations Support Systems (OSS) Article XI: Pricing

Signature Page

The terms and conditions set forth in the Agreement, together with those set forth in its given Articles, are integrally and legitimately related, and shall govern the provision of services and/or facilities by CenturyTel to **CLEC.

ARTICLE II: DEFINITIONS

1.0 GENERAL RULES

1.1 Unless the context clearly indicates otherwise, the definitions set forth in Section 2 of this Article II shall apply to all Articles and Appendices contained in this Agreement. A defined term intended to convey the meaning stated in this Article II is capitalized when used.

1.2 Additional definitions that are specific to the matters covered in a particular Article, Appendix or provision may appear in that Article, Appendix or provision. To the extent that there is any conflict between a definition set forth in this Article II and any definition in a specific Article, Appendix or provision, the definition set forth in the specific Article, Appendix or provision shall control with respect to that Article, Appendix or provision.

1.3 Capitalized terms that are not otherwise defined in this Article II or Agreement but are defined in the Telecommunications Act of 1996 (“Act”) and/or the orders and rules implementing the Act shall have the meaning set forth in the Act or in such orders and rules.

1.4 Terms used in a Tariff shall have the meanings stated in the Tariff or State Price List in states where detariffing regulation has been implemented.

1.5 Unless the context clearly indicates otherwise, any term defined in this Article II which is defined or used in the singular shall include the plural, and any term defined in this Article II which is defined or used in the plural shall include the singular.

1.6 The words “shall” and “will” are used interchangeably throughout the Agreement and the use of either indicates a mandatory requirement. The use of one or the other shall not confer a different degree of right or obligation for either Party.

2.0 DEFINITIONS

2.1 Access Service Request (ASR)

The Ordering and Billing Forum document designated by CenturyTel to be used by the Parties to add, establish, change or disconnect services or trunks for the purpose of providing Interconnection special access and Switched Access Services.

2.2 Access Tandem Switch

A Local Exchange Carrier (LEC) switching system that is used to connect and switch trunk circuits between and among the LEC’s Central Office network and Interexchange Carriers’ networks.

2.3 “Act” or “the Act”

The Communications Act of 1934, as amended by the Telecommunications Act of 1996, and as amended from time to time and codified at 47 U.S.C. §§ 151, et seq.

2.4 Advanced Services

“Advanced Services” means intrastate or interstate wireline Telecommunications Services (including, but not limited to, ADSL, IDSL, xDSL, Frame Relay and Cell Relay) that rely on packetized or Packet Switched technology that enable users to originate and receive high-quality voice, data, graphics and/or video telecommunications using any technology.

2.5 Affiliate

“Affiliate” shall have the meaning set forth in § 153(1) of the Act.

2.6 Alternate Tandem Provider

A third-party Tandem Provider.

2.7 Answer Supervision

An off-hook supervisory signal.

2.8 Applicable Law

All effective laws, statutes, common law, governmental regulations, ordinances, codes, rules, guidelines, orders, permits and approvals of any governmental authority (including, without limitation, the Commission and the FCC) that apply to the subject matter of this Agreement.

2.9 As-Is Transfer (AIT)

The transfer of all Telecommunications Services and features available for resale that are currently being provided for a specific account, without the requirements of a specific enumeration of the services and features on the Local Service Request (LSR), with all such services being provided “as is.”

2.10 Automated Message Accounting (AMA)

The structure inherent in switch technology that initially records telecommunication message information. AMA format is contained in the Automated Message Accounting document, published by Telcordia Technologies as GR-1100-CORE, which defines the industry standard for message recording.

2.11 Automatic Location Identification/Data Management System (ALI/DMS)

The emergency services (E-911/911) database containing customer location information (including name, address, telephone number, and sometimes, special information from the local service provider) used to process subscriber access records into Automatic Location Identification (ALI) records.

2.12 “Xxxx-and-Keep” or “Xxxx-and-Keep Arrangement”

A compensation arrangement whereby the Parties do not render bills to each other for the termination of Local Traffic and ISP-Bound Traffic that qualifies for Xxxx- and-Keep treatment under this Agreement. Under a Xxxx-and-Keep Arrangement, a Party terminates such traffic originating from End Users of the other Party without explicitly charging the originating Party.

2.13 Xxxx Date

The effective date for which a CenturyTel service is billed and/or invoiced to a customer. The Xxxx Date shall be the date one day past the billing cycle close date. The Xxxx Date is the same date each month for recurring bills and is included on any such xxxx or invoice.

2.14 Xxxx Due Date

Refers to the date that a xxxx or invoice is due and payable. The Xxxx Due Date shall be the date thirty (30) days from the Xxxx Date.

2.15 Bona Fide Request (BFR)

The process **CLEC must use (1) to submit a request to provide access to a Network Element to which CenturyTel is required to provide access on an unbundled basis under Applicable Law, but which Network Element is new, undefined or not available under the terms of this Agreement; (2) when facilities and equipment are not Currently Available; (3) when **CLEC requests that CenturyTel provide a Network Element on an unbundled basis that is superior or inferior in quality than those that CenturyTel provides to itself; and (4) to request certain other services, features, capabilities or functionality defined and agreed upon by the Parties as services to be ordered via the BFR process.

2.16 Business Day

Monday through Friday, 8 am to 5 pm Central Standard or Daylight Savings time, except for (1) holidays observed by the United States government; (2) days on which the non-priority U.S. mail is not delivered; and (3) company holidays on which CenturyTel is officially closed for business and except as otherwise specifically stated or provided for in other documentation incorporated into this agreement.

2.17 Carrier Identification Code (CIC)

Four-digit numbers used by End User Customers to reach the services of Interexchange Carriers (IXCs).

2.18 Central Office (CO)

A telephone company building where customer lines are joined to a switch or switches for connection to the PSTN.

2.19 Central Office Switch

A switch used to provide Telecommunications Services including (1) End Office Switches which are Class 5 switches from which end-user Telephone Exchange Services are directly connected and offered, and (2) Tandem Office Switches which are Class 4 switches used to connect and switch trunk circuits between and among Central Office Switches. Central Office Switches may be employed as combination End Office/Tandem Office Switches (combination Class 5/Class 4).

2.20 CenturyTel Operating Company (CTOC) or CenturyTel

The single CenturyTel Operating Company in the State that is a Party to this Agreement.

2.21 Intentionally left blank

2.22 CenturyTel Service Guide

The CenturyTel Service Guide is a document that contains CenturyTel’s operating procedures for service ordering, provisioning, billing, maintenance, trouble reporting and repair for wholesale services. Except as specifically provided otherwise in this Agreement, CenturyTel’s processes for service ordering, provisioning, billing, maintenance, trouble reporting and repair shall be governed by the CenturyTel Service Guide, which may be amended from time to time by CenturyTel as needed.

2.23 Certificate of Operating Authority

A certification by the State Commission that **CLEC has been authorized to operate within the State as a provider of local Telephone Exchange Services within CenturyTel’s local service area; in many states this certification is known as a Certificate of Public Convenience and Necessity.

2.24 CLASS

An acronym for Custom Local Area Signaling Services. CLASS is based on the availability of Common Channel Signaling (CCS). CLASS consists of number-

translation services such as call-forwarding and caller identification, available within a local exchange. CLASS is a service xxxx of Bellcore, now Telcordia.

2.25 CLEC Profile

A CenturyTel form required to be completed and submitted to CenturyTel by any Telecommunications Carrier requesting to interconnect or exchange traffic with CenturyTel’s network, requesting unbundled access to CenturyTel’s Network Elements, or the ability to initiate any order submission to CenturyTel. Among other things, a Telecommunication Carrier is required to provide CenturyTel, on the CLEC Profile, the following: its Operating Company Number (OCN), Company Code (CC), and Customer Carrier Name Abbreviation (CCNA).

2.26 CLLI Codes

Common Language Location Identifier Codes.

2.27 Collocation

An arrangement whereby a requesting Telecommunications Carrier may locate equipment necessary for Interconnection or access to Unbundled Network Elements at CenturyTel Central Offices for the purposes of interconnecting with CenturyTel’s network or for accessing CenturyTel’s Unbundled Network Elements pursuant to the interconnection obligations under the Act as codified in 47 C.F.R., Part 51.

2.28 Commission

The State Public Service or Public Utility Commission, as applicable.

2.29 Common Channel Signaling (CCS)

A high-speed, specialized, packet-switched communications network that is separate (out-of-band) from the public packet-switched and message networks. CCS carries addressed signaling messages for individual trunk circuits and/or database-related services between Signaling Points in the CCS network using SS7 signaling protocol.

2.30 Competitive Local Exchange Carrier (CLEC)

A “Local Exchange Carrier,” as defined in § 153(26) of the Act, authorized to provide Telephone Exchange Services or Exchange Access services in competition with an ILEC.

2.31 Contract Year

A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

2.32 Conversation Time

The time that both Parties’ equipment is used for a completed call, measured from the receipt of Answer Supervision to the receipt of Disconnect Supervision.

2.33 Copper Loop

A stand-alone Local Loop comprised entirely of copper wire or copper cable. A Copper Loop includes attached electronics using Time Division Multiplexing (TDM) technology, but does not include packet, cell or frame switching capabilities.

2.34 Currently Available

Existing as part of CenturyTel’s network at the time of a requested order or service. Currently Available does not include any service, Network Element, facility, feature, function or capability that CenturyTel either does not provide to itself or to its own End Users, does not have the capability to provide, or is not required to provide on a resold or unbundled basis under Applicable Law.

2.35 Customer Proprietary Network Information (CPNI)

“Customer Proprietary Network Information” or “CPNI” shall have the meaning set forth in 47 U.S.C. § 222.

2.36 Customer Service Record (CSR)

A record detailing the services to which an End User Customer subscribes from its telecommunications provider(s).

2.37 Customer Service Record Search

A process requested by CLEC prior to account conversion from CenturyTel or from another CLEC that typically searches for basic account information, listing/directory information, service and equipment listing, and billing information for a customer. The CLEC must have obtained proper authorization from the End User Customer prior to requesting a Customer Service Record Search. A Customer Service Record Search will be obtained by means of a LSR where such request is permitted by the provisions of this Agreement.

2.38 Dark Fiber

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

2.39 Dark Fiber Dedicated Transport

CenturyTel’s unactivated optical interoffice transmission facilities, dedicated to

**CLEC, that are within CenturyTel’s network and connect CenturyTel switches or Wire Centers within the same LATA and State. Dark Fiber Dedicated Transport does not include transmission facilities between the CenturyTel network and **CLEC’s network or the location of **CLEC’s equipment.

2.40 Dedicated Transport

A transmission path between one of CenturyTel’s Wire Centers or switches and another of CenturyTel’s Wire Centers or switches within the same LATA and State.

2.41 Disconnect Supervision

An on-hook supervisory signal end at the completion of a call.

2.42 Disputed Amounts

An amount or any portion of xxxx or invoice sent to a Party that the billed Party contends, in good faith, is not due and payable. For an amount to qualify as a Disputed Amount, the billed Party must provide written notice to the billing Party of the nature and amount of the disputed charge(s) using the process and time period established by the billing Party.

2.43 DS-1

A service having a total digital signal speed of 1.544 Mbps.

2.44 DS1 Dedicated Transport

CenturyTel interoffice transmission facilities that have a total digital signal speed of 1.544 Mbps and are dedicated to a particular customer or carrier.

2.45 DS-3

A service having a total digital signal speed of 44.736 Mbps.

2.46 DS3 Dedicated Transport

CenturyTel interoffice transmission facilities that have a total digital signal speed of 44.736 Mbps and are dedicated to a particular customer or carrier.

2.47 E-911 Service

An emergency telephone system which includes network switching, database and CPE elements capable of providing selective routing, selective transfer, fixed

transfer, caller routing and location information, and/or ALI and is used to route 911 calls to a PSAP that uses a customer location database to determine the location to which a call should be routed.

2.48 Effective Date

The date on which the last Party to this Agreement executes the Agreement, unless prior Commission approval is required in order to make the Agreement effective between the Parties except that the initiation of a new **CLEC account, any new provision of service or obligation or any revision to currently existing services or obligations shall not take effect for 60 days to accommodate required initial processes. If such Commission approval is required, the Effective Date shall be either the date on which the Commission deems the Agreement approved or, the date on which the Commission deems the Agreement effective, whichever the case may be.

2.49 Electronic File Transfer (EFT)

A system or process that utilizes an electronic format and protocol to send/receive data files.

2.50 End Office

The telephone company office from which the End User receives exchange service.

2.51 End Office Switch

A switching machine that directly terminates traffic to and receives traffic from End Users purchasing local Telephone Exchange Service. A PBX is not considered an End Office Switch.

2.52 “End User” or “End User Customer”

Any individual, business, association, corporation, government agency or entity other than an Interexchange Carrier (IXC), Competitive Access Provider (CAP) or Commercial Mobile Radio Service (CMRS) provider (also known as a Wireless Carrier) that subscribes to Telecommunications Services provided by either of the Parties and does not resell it to others. As used herein, this term does not include any of the Parties to this Agreement with respect to any item or service obtained under this Agreement.

2.53 Enhanced Service Provider (ESP)

A provider of enhanced services as those services are defined in 47 C.F.R. § 64.702. An Internet Service Provider (ISP) is an Enhanced Service Provider.

2.54 Entrance Facility

Special Access circuit(s) that connects CenturyTel’s network and **CLEC’s network or the location of **CLEC’s equipment. For example, an Entrance Facility is transmission facility that provides telecommunications between CenturyTel’s switches or Wire Centers and **CLEC’s switches, Wire Centers or equipment locations.

2.55 Exchange Access

Exchange Access shall have the meaning set forth in § 153(16) the Act.

2.56 Exchange Message Interface (EMI)

An Exchange Message Interface is the standard used for the exchange of telecommunications message information among Telecommunications Carriers for billable, non-billable, sample, settlement, and study data. An Exchange Message Interface (EMI) was formerly known as an Exchange Message Record (EMR).

2.57 Intentionally left blank.

2.58 Facility

All buildings, equipment, structures and other items located on a single site or contiguous or adjacent sites owned or operated by the same persons or person as used in Article III.

2.59 FCC

The Federal Communications Commission.

2.60 Federal Universal Service Charge (FUSC)

An end-user charge that allows a Telecommunications Carrier to recover the costs of its universal service contributions from its customers.

2.61 Federal Universal Service Fund (FUSF)

A fund administered by the National Exchange Carriers Association (NECA) into which Telecommunications Carriers pay their universal service contributions.

2.62 Foreign Exchange (FX)

Service offerings of local exchange carriers that are purchased by customers and which allow such customers to obtain Telephone Exchange Service from a mandatory local calling area other than the mandatory local calling area in which the customer is physically located. Examples of this type of service include, but

are not limited to, Foreign Exchange Service, CENTREX with Foreign Exchange Telephone Service Option, and ISDN-PRI Out-of-Calling Scope (both Two-Way and Terminating Only).

2.63 HDSL Electronics

High bit-rate digital subscriber line. A technology used to provide services of up to 1.536 Mbps of capacity over a four-wire loop of two copper pairs.

2.64 Hybrid Loop

A hybrid loop is a Local Loop composed of both fiber optic cable, usually in the feeder plant, and copper wire or cable, usually in the distribution plant.

2.65 Incumbent Local Exchange Carrier (ILEC)

An “Incumbent Local Exchange Carrier” or “ILEC” shall have the meaning set forth in 47 U.S.C. § 251(h).

2.66 Indirect Network Connection

A method of Interconnection for the exchange of Local Traffic between two Telecommunications Carriers where the networks of such Telecommunications Carriers are not directly connected.

2.67 Information Access

Specialized exchange telecommunications services provisioned by a Telecommunications Carrier in an exchange area in connection with the origination, termination, transmission, switching, forwarding or routing of telecommunications traffic to or from the facilities of an Information Service Provider for the provision of an Information Service.

2.68 Information Access Traffic

Traffic delivered to or from an Information Service Provider for the provision of Information Service.

2.69 Information Service Provider

A provider of Information Service, as that term is defined in 47 U.S.C. § 153(20). Information Service Provider includes, but is not limited to, Internet Service Provider (ISP).

2.70 Initial Service Order

An order submitted by **CLEC to CenturyTel initially ordering an unbundled loop, port or other service required by this Agreement.

2.71 Inside Wire or Inside Wiring

Inside Wire or Inside Wiring is wiring within the customer premise that is owned or controlled by CenturyTel that extends to the point of demarcation of CenturyTel’s outside plant. The point of demarcation shall have the meaning set forth in 47 C.F.R. § 68.105..

2.72 Intellectual Property

For purposes of this Agreement, “Intellectual Property” means (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, patents, patent applications and patent disclosures, and all reissuances, continuations, revisions, extensions and re-examinations thereof, (b) trademarks, service marks, trade dress, logos, trade names, domain names and corporate names, and translations, adaptions, derivations and combinations thereof and goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (c) copyrightable works, copyrights and applications, registrations and renewals relating thereto, (d) mask works and applications, registrations and renewals relating thereto, (e) trade secrets and confidential business information (including ideas, research and development, know-how, formulae, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) computer software (including data and related documentation), (g) other proprietary rights, and (h) copies and tangible embodiments thereof (in whatever form or medium).

2.73 Intellectual Property Claim

For purposes of this Agreement, “Intellectual Property Claim” means any actual or threatened claim, action or proceeding relating to Intellectual Property.

2.74 Interconnection

“Interconnection” shall have the meaning set forth in 47 U.S.C. § 251(c)(2), and refers, in this Agreement, to the connection between networks for the transmission and routing of Telephone Exchange Service and Exchange Access. This term does not include the transport and termination of traffic.

2.75 Interconnection Facility

The physical connection of separate pieces of equipment and transmission facilities within, between and among networks, for the transmission and routing of Telephone Exchange Service and Exchange Access.

2.76 Interexchange Carrier (IXC)

A carrier that provides, directly or indirectly, InterLATA or IntraLATA Telephone Toll Service.

2.77 InterLATA Toll Traffic

Telecommunications traffic between a point located in a LATA and a point located outside such LATA.

2.78 Internet Service Provider (ISP)

An Enhanced Service Provider that provides Internet services and is defined in paragraph 341 of the FCC’s First Report and Order in CC Docket No. 97-158.

2.79 IntraLATA Toll Traffic

Telecommunications traffic between two locations within one LATA where one of the locations lies outside of the CenturyTel Local Calling Area as defined CenturyTel’s local exchange Tariff on file with the Commission. Optional EAS Traffic is included in IntraLATA Toll Traffic.

2.80 IP-Enabled Voice Traffic

IP-Enabled Voice Traffic means any IP-enabled, real-time, multi-directional voice call, including, but not limited to, service that mimics traditional telephony. IP- Enabled Voice Traffic includes: voice traffic originating on Internet Protocol Connection (IPC), and which terminates on the Public Switched Telephone Network (PSTN); and voice traffic originated on the PSTN, and which terminates on IPC, and voice traffic originating on the PSTN, which is transported through an IPC, and which ultimately, terminates on the PSTN.

2.81 ISDN User Part (ISUP)

A part of the SS7 protocol that defines call setup messages and call takedown messages.

2.82 ISP-Bound Traffic

Traffic delivered to or from an Internet Service Provider (ISP).

2.83 Jointly-Provided Switched Access Service Traffic

Traffic where both CenturyTel’s network and **CLEC’s network are used to originate Switched Access Service traffic by one of the Party’s End User Customers to be delivered to an Interexchange Carrier (IXC) for call completion, or where both CenturyTel’s network and **CLEC’s network are used to terminate Switched Access Service traffic delivered by an IXC to one of the Party’s End User Customers.

2.84 Line Side

Refers to an End Office Switch connection that is connected to an ordinary telephone station set, including the connection between a loop termination at, for example, a main distribution frame (MDF) and a switch line card. Line side connections offer only those transmission and signaling features appropriate for the connection between an End Office and an ordinary telephone set, and cannot be used for the direct connection of switching entities.

2.85 Local Access and Transport Area (LATA)

“Local Access and Transport Area” or “LATA” shall have the meaning set forth in § 153(25) of the Act.

2.86 Local Calling Area (LCA)

Local Calling Area (LCA) traffic is traffic originates and terminates in the local exchange area, and any mandatory Extended Area Service (EAS) exchanges, as defined in CenturyTel’s local exchange tariffs.

2.87 Local Exchange Carrier (LEC)

“Local Exchange Carrier” or “LEC” shall have the meaning set forth in § 153(26) of the Act.

2.88 Local Exchange Routing Guide (LERG)

The Telcordia Technologies reference customarily used to identify NPA-NXX routing and homing information, as well as equipment designation.

2.89 Local Traffic

For purposes of Article V of this Agreement, Local Traffic is traffic (excluding CMRS traffic) that is originated and terminated within the CenturyTel Local Calling Area, or mandatory Extended Area Service (EAS) area, as defined in CenturyTel’s local exchange tariffs. Local Traffic does not include optional local calling (i.e., optional rate packages that permit the end-user to choose a Local Calling Area beyond the basic exchange serving area for an additional fee), referred to hereafter as “optional EAS”. Local Traffic includes Information Access Traffic to the extent that the end user and the ISP are physically located in the same CenturyTel Local Calling Area. Local Traffic includes IP-Enabled Traffic to the extent that the originating end user and the terminating end user are physically located in the same CenturyTel Local Calling Area.

2.90 “Local Interconnection Trunk” or “Local Interconnection Trunk Groups”

One-way or two-way trunks or trunk groups used to carry Local Traffic.

2.91 Local Loop

A transmission facility between a distribution frame (or its equivalent) in a CenturyTel Central Office and the loop demarcation point at an End User Customer’s premises.

2.92 Local Service Request (LSR)

The Ordering and Billing Forum document designated by CenturyTel to be used by the Parties to establish, add, change or disconnect local Telecommunications Services and Unbundled Network Elements for the purpose of providing competitive local Telecommunications Services.

2.93 Loop Facility Charge

An additional charge applied to all LSRs when fieldwork is required to provide unbundled loop service. Loop Facility Charge is applied on a per LSR basis.

2.94 Main Distribution Frame (MDF)

A distribution frame or equivalent at the Central Office where ports inside such Central Office connect to an outside transmission facility.

2.95 Mass Calling Trunks

Mass Calling Trunks are trunks designed to handle high call volumes for a wide range of applications, with or without caller interaction with Interactive Voice Response or touch-tone navigation. Mass Calling Trunks typically are associated with television or radio and allow customers to use their telephone to express an opinion, such as voting on interactive television shows, public opinion polling, surveys, information and contests using a virtual call center.

2.96 Meet Point

A Meet Point is a point, designated by the Parties, at which one Party’s responsibility for service begins and the other Party’s responsibility ends.

2.97 “Meet Point Billing (MPB)” or “Meet Point Billing Arrangement”

Refers to an arrangement whereby two LECs jointly provide the transport element of a Switched Access Service to one of the LEC’s End Office Switches, with each LEC receiving an appropriate share of the transport element revenues as defined by the applicable access tariffs.

2.98 “Mid-Span Fiber Meet” or “Fiber Meet”

An Interconnection architecture whereby two carriers’ fiber transmission facilities meet at a mutually agreed upon point for the mutual exchange of traffic. The

“point” of Interconnection for purposes of Sections 251(c)(2) and 251(c)(3) remains on the Local Exchange Carrier’s network.

2.99 Multiple Exchange Carrier Access Billing (MECAB)

Refers to the document prepared by the Billing Committee of the Ordering and Billing Forum (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 Telcordia Technologies as Special Report SR-BDS-000983, contains the recommended guidelines for the billing of an access service provided by two or more LECs, or by one LEC in two or more states within a single LATA.

2.100 Multiple Exchange Carriers Ordering and Design Guidelines for Access Services - Industry Support Interface (MECOD)

A document developed by the Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry Solutions (ATIS). The MECOD document, published by Telcordia Technologies as Special Report SR-STS-002643, establishes methods for processing orders for access service that is to be provided by two or more LECs.

2.101 National Security Emergency Procedures (NSEP)

Federal procedures that apply to Telecommunications Carriers that are used to maintain a state of readiness or to respond to and manage any event or crisis that causes or could cause injury or harm to the population, damage to or loss of property, or degrade or threaten the national security or emergency preparedness of the United States.

2.102 Network Element

“Network Element” shall have the meaning set forth in § 153(29) of the Act.

2.103 Network Interface Device (NID)

A stand-alone Network Element defined as any means of interconnecting customer premises wiring to CenturyTel’s distribution plant, such as a cross- connect device used for that purpose. The NID houses the protector which establishes the demarcation point between the loop (inclusive of the NID) and the End User Customer’s Inside Wire pursuant to 47 CFR 68.105. Except in multi- unit tenant properties where CenturyTel owns and maintains control over Inside Wire within a building, maintenance and control of the End User Customer’s Inside Wiring (i.e., on the End User Customer’s side of the NID) is under the control of the End User Customer. For purposes of this definition, the phrase

“End User Customer Access Side of the NID” is descriptive and does not convey any ownership or usage rights.

2.104 911 Service

An emergency reporting system to facilitate the reporting of emergencies requiring response by a public safety agency whereby a caller can dial a common number (911) for emergency services. Basic 911 is an emergency telephone system which automatically connects 911 callers to a designated answering point. Call routing is determined by originating Central Office only. Basic 911 may or may not support ANI and/or ALI.

2.105 North American Numbering Plan (NANP)

The system of telephone numbering employed in the United States, Canada, and Caribbean countries that assigns area codes and sets rules for calls to be routed across these countries.

2.106 Number Portability (NP)

The ability of users of Telecommunications Services to retain, at the same location, existing telecommunications numbers without impairment of quality, reliability, or convenience when switching from one Telecommunications Carrier to another.

2.107 Numbering Plan Area (NPA)

Also sometimes referred to as an “area code,” an NPA is the three-digit indicator, which is defined by the “A”, “B”, and “C” digits of each 10-digit telephone number within the NANP. Each NPA contains 800 possible NXX Codes. There are two general categories of NPA: “Geographic NPAs” and “Non-Geographic NPAs”. A Geographic NPA is associated with a defined geographic area, and all telephone numbers bearing such NPA are associated with services provided within that geographic area. A Non-Geographic NPA, also known as a “Service Access Code” or “SAC Code” is typically associated with a specialized Telecommunications Service that may be provided across multiple geographic NPA areas. 800, 900, 700, and 888 are examples of Non-Geographic NPAs.

2.108 NXX, NXX Code, Central Office Code or CO Code

The three-digit switch entity indicator that is defined by the "D", "E", and "F" digits of a 10-digit telephone number within the NANP. Each NXX Code contains 10,000 station numbers.

2.109 Operations Support Systems (OSS)

The pre-ordering, ordering, provisioning, maintenance and repair, and billing functions supported by CenturyTel’s databases and information.

2.110 Optional EAS Traffic

Optional EAS Traffic is local calling scope traffic that, under an optional rate package chosen by the End User Customer, terminates at a physical location outside of that End User Customer’s Local Calling Area or mandatory Extended Area Service (EAS).

2.111 “Packet Switching” or “Packet Switched”

“Packet Switching” or “Packet Switched” refers to the routing or forwarding of packets, frames, cells, or other data units based on address or other routing information contained in the packets, frames, cells or other data units, and the functions that are performed by the digital subscriber line (DSL) access multiplexers, including but not limited to the ability to terminate an End User Customer’s Copper Loop (which includes both a low-band voice channel and a high-band data channel, or solely a data channel); the ability to forward the voice channels, if present, to a circuit switch or multiple circuit switches; the ability to extract data units from the data channels on the loops; and the ability to combine data units from multiple loops onto one or more trunks connecting to a packet switch or packet switches.

2.112 Party or Parties

“Party” shall mean CenturyTel or **CLEC depending on the context. “Parties” refers collectively to both CenturyTel and **CLEC.

2.113 Percentage Local Use (PLU)

A percentage calculated by dividing the number of minutes of Local Traffic by the total number of minutes. The resulting factor is used to determine the portion of Local Traffic minutes exchanged via Local Interconnection Trunks. PLU is developed from the measurement of calls in which the calling and called parties are located within a given Local Calling Area or mandatory EAS area as defined in CenturyTel’s effective Tariff(s).

2.114 Physical Collocation

Physical Collocation is an offering by an ILEC that enables a requesting Telecommunications Carrier to:

(1) Place its own equipment to be used for Interconnection or access to Unbundled Network Elements within or upon an ILEC’s Premises;

(2) Use such equipment to interconnect with an ILEC’s network facilities for the transmission and routing of Telephone Exchange Service, Exchange Access Service, or both, or to gain access to an ILEC’s Unbundled Network Elements for the provision of a Telecommunications Service;

(3) Enter those premises, subject to reasonable terms and conditions, to install, maintain, and repair equipment necessary for Interconnection or access to Unbundled Elements;

(4) Obtain reasonable amounts of space in an ILEC’s Premises, as provided in this part, for the equipment necessary for Interconnection or access to Unbundled Elements, allocated on a first-come, first-served basis.

2.115 Point of Interconnection (POI)

A Point of Interconnection (POI) is a point in the network where the Parties deliver Interconnection traffic to each other, and also serves as a demarcation point between the facilities that each Party is responsible to provide. The POI also establishes the interface, the test point, and the operational responsibility hand-off between **CLEC and CenturyTel for the interconnection of their respective networks.

2.116 Pole Attachment

A Party’s use of space on telephone poles belonging to the other Party for attachment of cables and related facilities or equipment to provide services in accordance with the terms and conditions of this Agreement.

2.117 Premises

Premises refers to a Party’s Central Offices and serving Wire Centers; all buildings or similar structures owned, leased, or otherwise controlled by a Party that house its Network Facilities; all structures that house a Party’s facilities on public Rights-of-Way, including but not limited to vaults containing loop concentrators or similar structures; and all land owned, leased or otherwise controlled by a Party that is adjacent to these Central Offices, Wire Centers, buildings and structures.

2.118 Public Safety Answering Point (PSAP)

A facility that has been designated to receive 911 calls and route them to emergency services personnel. A PSAP may be designated as Primary or Secondary. Primary PSAPs are facilities to which 911 calls are routed directly from the 911 control office; Secondary PSAPs are facilities to which 911 calls are transferred from a Primary PSAP.

2.119 Rate Center

The specific geographic point and corresponding geographic area that is associated with one or more particular NPA-NXX Codes that have been assigned to a LEC for purpose of the application of interstate Tariffs. The geographic point is identified by a specific Vertical and Horizontal (V&H) coordinate that is used to calculate distance-sensitive End User traffic to/from the particular NPA-NXXs associated with the specific Rate Center.

2.120 Rating Point

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

2.121 Reciprocal Compensation

Compensation paid or provided under 47 U.S.C. § 251(b)(5).

2.122 Remote End Office Switch

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

2.123 “Repeatedly delinquent”

As used in Article III, “repeatedly delinquent” shall refer to the failure to remit or pay a xxxx under this Agreement within thirty (30) calendar days after the xxxx due date, three (3) or more times during a twelve (12) month period..

2.124 Reverse Collocation

Arrangements in which CenturyTel collocates its equipment at a **CLEC’s Premises, or in a common location outside of its own Central Office, for purposes of Interconnection.

2.125 Right-of-Way (ROW)

The right to use the land or other property owned or controlled by another Party to place poles, conduits, cables, other structures and equipment, or to provide passage to access such structures and equipment. A ROW may run under, on, or above public or private property (including air space above public or private

property) and may include the right to use discrete space in buildings, building complexes, or other locations.

2.126 Routine Network Modifications

A Routine Network Modification is an activity that CenturyTel regularly undertakes for its own customers.

(a) For purposes of UNE loops, Routine Network Modifications include: rearranging or splicing of cable; adding an equipment case; adding a doubler or repeater; adding a xxxxx xxxx; installing a repeater shelf; adding a line card; deploying a new multiplexer or reconfiguring an existing multiplexer; and attaching electronic and other equipment that CenturyTel ordinarily attaches to a loop to activate such loop for its own customer. Routine Network Modifications may also include activities needed to enable

**CLEC to obtain access to Dark Fiber. Routine Network Modifications may also entail activities such as accessing manholes, deploying bucket trucks to reach aerial cable, and installing equipment casings.

(b) For purposes of UNE Dedicated Transport, Routine Network Modifications include: rearranging or splicing of cable; adding an equipment case; adding a doubler or repeater; installing a repeater shelf; deploying a new multiplexer or reconfiguring an existing multiplexer; or performing activities needed to enable **CLEC to light a Dark Fiber transport facility. Routine Network modifications also may entail activities such as accessing manholes, deploying bucket trucks to reach aerial cable, and installing equipment casings.

Routine Network Modifications do not include: the construction of a new loop or new transport; installation of new aerial or buried 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, handholes, poles, ducts or conduits; installing new terminals or terminal enclosure (e.g., controlled environmental vaults, huts, or cabinets); or providing new space or power for requesting carriers; or removing or reconfiguring packetized transmission facility. CenturyTel is not obligated to perform these and other similar activities for **CLEC.

2.127 Routing Point

Denotes a location that a LEC has designated on its own network as the homing or routing point for traffic inbound to Telephone Exchange Service provided by

the LEC which bears a certain NPA-NXX designation. The Routing Point is used to calculate airline mileage measurements for the distance-sensitive transport element charges of Switched Access Services. Pursuant to Telcordia Technologies Practice BR795-100-100, the Routing Point may be an End Office location, or a "LEC Consortium Point of Interconnection." The Routing Pointmust be in the same LATA as the associated NPA-NXX.

2.128 Selective Router (SR)

A device that routes E911 calls to the appropriate PSAP based on the caller’s location.

2.129 Service Affecting

A “Service Affecting” issue or dispute shall mean that such issue or dispute, unless resolved, places a Party’s End User Customer in immediate or imminent risk of not being able to use the service to which that End User Customer subscribes.

2.130 “Service Switching Point” or “Signal Switching Point” (SSP)

A Signaling Point that can launch queries to databases and receive/interpret responses used to provide specific customer services.

2.131 Signaling Point (SP)

A node in the CCS network that originates and/or receives signaling messages, or transfers signaling messages from one signaling link to another, or both.

2.132 Signaling System 7 (SS7)

The signaling protocol, Version 7, of the CCS network, based upon American National Standards Institute (ANSI) standards that is used to provide basic routing information, call set-up and other call termination functions.

2.133 Stand-Alone Fiber Loop

A facility connecting an End User Customer premises to the nearest LEC Central Office that consists of a single, uninterrupted length of optical fiber cable. A Stand-Alone Fiber Loop is also known as a “home run” fiber loop.

2.134 State

As used in this Agreement, “State” shall refer to the state in which services are to be provided under this Agreement. For purposes of this Agreement, “State” shall mean the State of [insert name of State].

2.135 Subsequent Service Order

An order submitted by **CLEC to CenturyTel via requesting a change to a pending service order.

2.136 Subsidiary

A corporation or other legal entity that is majority owned by a Party.

2.137 Switched Access Services

The offering of transmission and/or switching services to Telecommunications Carriers for the purpose of the origination or termination of Telephone Toll Services. Switched Access Services include: Feature Group A, Feature Group B, Feature Group C, Feature Group D, 500, 700, 800 access and 900 access services. The term “Switched Access Service” is interchangeable with “Switched Exchange Access Service.”

2.138 Synchronous Optical Network (SONET)

An optical interface standard that allows interworking of transmission products from multiple vendors (i.e., mid-span meets). The base rate is 51.84 Mbps (OC/STS-1 and higher rates are direct multiples of the base rate up to 1.244 Gbps).

2.139 “Tandem” or “Tandem Switch” or “Tandem Office Switch”

Tandem means to connect in series. A Tandem, Tandem Switch or Tandem Office Switch connects one trunk to another for the purpose of exchanging Local Traffic. It is an intermediate (Class 4) switch between an originating telephone call and the final destination of the call.

2.140 Tariff

Any applicable Federal or state tariff of a Party, as amended from time-to-time.

2.141 “TDM” or “TDM Technology” or “Time Division Multiplexing”

A method of multiplexing in which a common transmission path is shared by a number of channels on a cyclical basis by enabling each channel to use the path exclusively for a short time slot. This technology is used to provision traditional narrowband services (e.g., voice, fax, dial-up Internet access) and high-capacity services like DS1and DS3 circuits.

2.142 Technically Feasible

Interconnection, access to Unbundled Network Elements, collocation and other methods of achieving Interconnection or access to Unbundled Network Elements at a point in the network shall be deemed Technically Feasible absent technical or

operational concerns that prevent the fulfillment of a request by a Telecommunications Carrier for such Interconnection, access or methods.

2.143 Telcordia Technologies

A wholly-owned subsidiary of Science Applications International Corporation (SAIC). The organization conducts research and development projects for its owners, including development of new Telecommunications Services. Telcordia Technologies also provides certain centralized technical and management services for the regional holding companies and also provides generic requirements for the telecommunications industry for products, services and technologies.

2.144 Telecommunications

“Telecommunications” shall have the meaning set forth in § 153(43) of the Act.

2.145 Telecommunications Carrier

“Telecommunications Carrier” shall have the meaning set forth in § 153(44) of the Act. This definition includes CMRS providers, IXCs and, to the extent they are acting as Telecommunications Carriers, companies that provide both Telecommunications and Information Services. Private mobile radio service providers are Telecommunications Carriers to the extent they provide domestic or international telecommunications for a fee directly to the public.

2.146 Telecommunications Equipment

“Telecommunications Equipment” shall have the meaning set forth in § 153(45) of the Act.

2.147 Telecommunications Service

“Telecommunications Service” shall have the meaning set forth in § 153(46) of the Act.

2.148 Telecommunications Service Priority (TSP)

A procedure established by the National Communications System Office (NCSO) used by a Telecommunications Carrier to establish priorities in deciding which lines and trunks to restore subsequent to an outage. Generally, the highest priority goes to federal law enforcement and military usage, with local emergency services (including 911 Service) and medical facilities following..

2.149 Telephone Exchange Service

“Telephone Exchange Service” shall have the meaning set forth in § 153(47) of the Act.

2.150 “Telephone Toll” or “Telephone Toll Service”

“Telephone Toll” or “Telephone Toll Service” is telephone service between stations in different exchange areas. Telephone Toll traffic can be either “IntraLATA Toll Traffic” or “InterLATA Toll Traffic” depending on whether the originating and terminating points are within the same LATA.

2.151 Third Party Originating Carrier

**CLEC, when it sends traffic originated by its End User Customers to CenturyTel’s End User Customers via an Alternate Tandem Provider, or CenturyTel, when it sends traffic originated by its End User Customers to

**CLEC’s End User Customers via an Alternate Tandem Provider.

2.152 Third Party Terminating Carrier

CenturyTel, when traffic is terminated to it by **CLEC via an Alternate Tandem Provider, or **CLEC, when traffic from CenturyTel is terminated to **CLEC via an Alternative Tandem Provider.

2.153 Time and Material Charges

Time and Materials Charges are charges for non-standard or individual-case-basis work requested by **CLEC. “Time” charges are for the cost of labor which includes, but is not limited to, work preparation and actual work. This labor time is multiplied by an applicable labor rate. “Material” charges are for the cost of items required to fulfill the job requirements.

2.154 Transit Service

A switching and transport function which allows one Party to send Transit Traffic to the other Party’s network through a third-party’s Tandem and/or transport facilities, or to a third-party network through the other Party’s Tandem and/or transport facilities.

2.155 Transit Traffic

Traffic between the Parties End User Customers that is routed utilizing a third- party Telecommunications Carrier’s local and/or Access Tandem Switch, or between a Party’s End User Customers and a third-party Telecommunications Carrier’s End User Customers (e.g., third-party CLECs, ILECs) that is routed utilizing the other Party’s local and/or Access Tandem Switch. Transit Traffic does not include any traffic delivered to from, or carried by an Interexchange Carrier (IXC) at any time during the call

2.156 Trunk Side

Refers to a Central Office switch connection that is connected to another switching entity, including the connection between trunk termination at a Trunk Side cross-connect panel and a trunk card. 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.

2.157 Unbundled Network Element (UNE)

A Network Element separate from the facility or functionality of other Network Elements available for a separate fee in accordance with 47 U.S.C. § 251(c)(3). Specific references to Unbundled Network Elements or UNEs contained throughout this Agreement are to the Unbundled Network Elements described in Article VI (UNEs) of this Agreement.

2.158 Vertical Features (including CLASS Features)

Features, functions and capabilities provided through operation of hardware and software comprising a switch.

2.159 Virtual Collocation

Virtual Collocation is an offering by an ILEC that enables a requesting Telecommunications Carrier to:

(1) Designate or specify equipment to be used for Interconnection or access to Unbundled Network Elements to be located within or upon an ILEC’s Premises, and dedicated to such Telecommunications Carrier’s use;

(2) Use such equipment to interconnect with an ILEC’s network facilities for the transmission and routing of Telephone Exchange Service, Exchange Access Service, or both, or for access to an ILEC’s Unbundled Network Elements for the provision of a Telecommunications Service; and

(3) Electronically monitor and control its communications channels terminating in such equipment.

2.160 Virtual NXX Traffic (VNXX Traffic)

As used in this Agreement, Virtual NXX Traffic or VNXX Traffic is defined as calls in which a **CLEC’s Customer is assigned a telephone number with an NXX Code (as set forth in the LERG) assigned to a Rate Center that is different from the Rate Center associated with the Customer’s actual physical premise location.

2.161 Website

As used in this agreement, Website shall mean: xxx.xxxxxxxxxx.xxx/xxxxxxxxxxxxxxxxx

2.162 Wire Center

The location of one or more local switching systems. A point at which End Users’ loops within a defined geographic area converge. Such Local Loops may be served by one (1) or more Central Office Switches within such premises.

ARTICLE III: GENERAL TERMS & CONDITIONS

GENERAL TERMS & CONDITIONS

REGARDING APPLICATION, EFFECTIVE DATE, TERM AND GOVERNING LAW

1.0 APPLICATION OF THESE GENERAL TERMS & CONDITIONS

Except as may otherwise be set forth in a particular Article or Appendix of this Agreement, in which case the provisions of such Article or Appendix shall control, these General Terms & Conditions apply to all Articles and Appendices of this Agreement.

2.0 EFFECTIVE DATE, TERM & TERMINATION

2.1 Effective Date. This Agreement will be effective only upon execution by both Parties unless prior Commission approval is required, in which case this Agreement shall be effective upon Commission approval; except that the initiation of a new **CLEC account, any new provision of service or obligation or any revision to currently existing services or obligations shall not take effect for 60 days to accommodate required initial processes. The “Effective Date” of this Agreement for all purposes will be the latest date reflected by the signing Parties.

2.2 Term. This Agreement shall be effective as of the Effective Date and, unless cancelled or terminated earlier in accordance with the terms hereof, shall continue in effect until two years after the effective date (the “Initial Term”). If neither Party elects to terminate this Agreement as of the date of termination of the Initial Term, this Agreement shall continue in force and effect on a month-to-month basis (each one-month period constituting a “Follow-on Term”) unless and until cancelled or terminated as provided in this Agreement.

2.3 Notice of Termination. Either **CLEC or CenturyTel may terminate this Agreement effective upon the expiration of the Initial Term by providing written notice of termination (“Notice of Termination”) at least ninety (90) calendar days in advance of the applicable date of termination. Either **CLEC or CenturyTel may terminate this Agreement effective upon the expiration of a Follow-on Term by providing a written Notice of Termination at least thirty (30) calendar days in advance of the applicable date of termination.

2.4 Effect on Termination of Negotiating Successor Agreement. If either **CLEC or CenturyTel provides notice of termination pursuant to Section 2.3 and, on or before the noticed date of termination, either **CLEC or CenturyTel has requested negotiation of a new interconnection agreement, this Agreement shall remain in effect until the earlier of: (a) the effective date of a new interconnection agreement between **CLEC and CenturyTel; or, (b) the date 180 calendar days

after the date of termination identified in the Notice of Termination. The foregoing shall not apply to the extent that this Agreement is otherwise cancelled or terminated in accordance with Section 2.6 (Termination Upon Default) or Section 2.7 (Termination Upon Sale).

2.5 Termination and Post-Termination Continuation of Services. If either **CLEC or CenturyTel provides notice of termination pursuant to Section 2.3 and, by 11:59

p.m. Central Time on the proposed date of termination, neither **CLEC nor CenturyTel has requested negotiation of a new interconnection agreement, (a) this Agreement will terminate at 11:59 p.m. Central Time on the termination date identified in the Notice of Termination, and (b) the services and functions being provided by CenturyTel under this Agreement at the time of termination will be terminated. **CLEC may request that such services or functions continue to be provided pursuant to (i) an applicable Tariff(s); (ii) other terms and conditions made generally available by the Commission to local Telecommunications Service providers, if any; or (iii) terms and conditions available under Section 252(i) of the Act, if elected by **CLEC. If **CLEC elects to have such services or functions continue pursuant to terms and conditions available under Section 252(i) of the Act, the continuation of such services and functions shall be governed by the terms and conditions adopted by **CLEC under Section 252(i).

2.6 Suspension or Termination Upon Default. Either Party may suspend or terminate this Agreement, in whole or in part, in the event of a Default (defined below) by the other Party; provided, however, that the non-defaulting Party notifies the defaulting Party in writing of the Default and the defaulting Party does not cure the Default within thirty (30) calendar days of receipt of written notice thereof. Following CenturyTel’s notice to **CLEC of its Default, CenturyTel shall not be required to process new service orders until the Default is timely cured.

“Default” is defined to include:

(a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or

(b) The revocation by the Commission of a Party’s Certificate of Operating Authority, or

(d) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, including but not limited to its refusal or failure to pay undisputed charges (pursuant to Section 9) within thirty

(30) calendar days after the xxxx date.

2.7 Termination Upon Sale. Notwithstanding anything to the contrary contained herein, a Party may terminate this Agreement as to a specific operating area or portion thereof if such Party sells or otherwise transfers the area or portion

thereof to a non-affiliate. The selling or transferring Party shall provide the other Party with at least sixty (60) calendar days’ prior written notice of such termination, which shall be effective on the date specified in the notice. Notwithstanding termination of this Agreement as to a specific operating area, this Agreement shall remain in full force and effect in the remaining operating areas.

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

2.9 Predecessor Agreements.

2.9.1 Except as stated in Section 2.9.2 or as otherwise agreed in writing by the Parties:

2.9.1.1 any prior interconnection or resale agreement between the Parties for the State of [STATE NAME] pursuant to Section 252 of the Act and in effect immediately prior to the Effective Date is hereby terminated; and

2.9.1.2 any services that were purchased by one Party from the other Party under a prior interconnection or resale agreement between the Parties for the State of [STATE NAME] pursuant to Section 252 of the Act and in effect immediately prior to the Effective Date, shall as of the Effective Date be subject to the prices, terms and conditions of under this Agreement.

2.9.2 Except as otherwise agreed in writing by the Parties, if a service purchased by a Party under a prior interconnection or resale agreement between the Parties pursuant to Section 252 of the Act was subject to a contractual commitment that it would be purchased for a period of longer than one month, and such period had not yet expired as of the Effective Date and the service had not been terminated prior to the Effective Date, to the extent not inconsistent with this Agreement, such commitment shall remain in effect and the service will be the prices, terms and conditions of this Agreement; provided, that if this Agreement would materially alter the terms of the commitment, either Party make elect to cancel the commitment.

2.9.3 If either Party elects to cancel the commitment pursuant to the proviso in Section 2.9.2, the purchasing Party shall not be liable for any termination charge that would otherwise have applied. However, if the commitment

was cancelled by the purchasing Party, the purchasing Party shall pay the difference between the price of the service that was actually paid by the purchasing Party under the commitment and the price of the service that would have applied if the commitment had been to purchase the service only until the time that the commitment was cancelled.

3.0 APPLICABLE LAW

3.1 Applicable Law. The term Applicable Law, as used in this Agreement, shall mean all effective laws, statutes, common law, governmental regulations, ordinances, codes, rules, guidelines, orders, permits and approvals of any governmental authority (including, without limitation, the Commission and the FCC) that apply to the subject matter of this Agreement.

3.2 Rule of Construction. The Parties acknowledge that, except for provisions incorporated herein as the result of an arbitrated decision, if any, the terms and conditions of this Agreement have been mutually negotiated, and each Party has relied solely on the advice of its own legal counsel in accepting such negotiated terms and conditions. This Agreement shall be fairly interpreted in accordance with its terms. No rule of construction requiring interpretation against the drafting Party hereof shall apply in the interpretation of this Agreement.

3.3 Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the Act, applicable federal and (to the extent not inconsistent therewith) domestic laws of the State where the services are being provided, and shall be subject to the exclusive jurisdiction of the State or of the federal courts of Monroe, Louisiana. In all cases, choice of law shall be determined without regard to a local State’s conflicts of law provisions.

3.4 Parties’ Agreement to Comply with Applicable Law. Each Party shall remain in compliance with Applicable Law in the course of performing this Agreement.

3.4.1 Neither Party shall be liable for any delay or failure in performance resulting from any requirements of Applicable Law, or acts or failures to act of any governmental entity or official.

3.4.2 Each Party shall promptly notify the other Party in writing of any governmental action that limits, suspends, cancels, withdraws, or otherwise materially affects, the notifying Party’s ability to perform its obligations under this Agreement.

3.4.3 Each Party shall be responsible for obtaining and keeping in effect all FCC, Commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement.

3.5 Severability. If any provision of this Agreement is held by a court or regulatory agency of competent jurisdiction to be unenforceable or invalid under Applicable Law, such unenforceability or invalidity shall not render unenforceable or invalid any other provision of this Agreement, and this Agreement shall be construed as if it did not contain such unenforceable or invalid provision; provided, that if the unenforceable or invalid provision is a material provision of this Agreement, or the unenforceability or invalidity materially affects the rights or obligations of a Party hereunder or the ability of a Party to perform any material provision of this Agreement, the Parties shall promptly renegotiate in good faith and amend in writing this Agreement in order to make such mutually acceptable revisions to this Agreement as may be required in order to conform the Agreement to Applicable Law. If such amended terms cannot be agreed upon within a reasonable period, either Party may, upon written notice to the other Party, terminate this Agreement without penalty or liability for such termination.

II. OTHER GENERAL TERMS & CONDITIONS

4.0 AMENDMENTS

Any amendment, modification, deletion or supplement to this Agreement must be in writing and signed by an authorized representative of each Party. The term “Agreement” shall include any such future amendments, modifications, deletions and supplements.

If a change in Applicable Law requires CenturyTel, pursuant to Section 12.2, to offer a new service under this Agreement, **CLEC may submit a written request to CenturyTel to amend this Agreement to add terms and conditions for the provision of the new service using either of the following options:

4.1 Option 1: CenturyTel will provide **CLEC with a form “Attachment” that will amend the Agreement. This Attachment will identify the specific terms and conditions of the Agreement affected by the change in Applicable Law and will set forth the specific terms and conditions to be amended that are applicable to the new service. CenturyTel also shall submit the executed form Attachment to the Commission for approval as required by 47 U.S.C. § 252(e). **CLEC may begin ordering the new service pursuant to the terms of the Attachment as soon as it executes the amended Attachment.

4.2 Option 2: If **CLEC desires to negotiate an amendment to the Agreement with terms and conditions for the new service that are different than those contained in CenturyTel’s form Attachment,

**CLEC must send CenturyTel a request to negotiate. The Parties agree to negotiate in good faith the terms and conditions for the new service. Whether the Parties agree to acceptable terms and conditions through negotiations or resolve such terms and conditions through arbitration, the terms and conditions for the new service arrived at through this Option 2

shall not become effective until they are approved by the Commission pursuant to 47 U.S.C. § 252(e).

5.0 ASSIGNMENT

Any assignment, in whole or in part, by either Party of any right, obligation, duty or interest arising under the Agreement without the written consent of the other Party shall be null and void, except that either Party may assign, to the extent consistent with Applicable Law, all of its rights, and delegate its obligations, liabilities and duties under this Agreement, either in whole or in part, to any entity that is, or that was immediately preceding such assignment, a subsidiary or Affiliate of that Party without consent, upon ninety (90) calendar days’ written notification. The effectiveness of an assignment shall be conditioned upon the assignee’s written assumption of the rights, obligations, and duties of the assigning Party, and the other Party being reasonably satisfied that the assignee is able to fulfill the assignor’s obligations hereunder. Any attempt to make an assignment or delegation in violation of this section shall constitute a default of this Agreement.

6.0 ASSURANCE OF PAYMENT

Upon request by CenturyTel, **CLEC shall provide to CenturyTel a deposit for or an adequate assurance of payment of amounts due (or to become due) to CenturyTel hereunder. **CLEC’s failure to provide such deposit or assurance of payment to CenturyTel within thirty (30) calendar days of CenturyTel’s request for same shall constitute a default under this Agreement.

6.1 When a Deposit/Assurance of Payment Is Required. Such deposit or assurance of payment of charges may be requested by CenturyTel if **CLEC (a) in CenturyTel’s reasonable judgment, at the Effective Date or at any time thereafter, does not have established credit with CenturyTel, (b) in CenturyTel’s reasonable judgment, at the Effective Date or at any time thereafter, is unable to demonstrate that it is creditworthy, (c) fails to timely pay a xxxx rendered to **CLEC by CenturyTel, or (d) admits its inability to pay its debts as such debts become due, has commenced a voluntary case (or has had a case commenced against it) under the U.S. Bankruptcy Code or any other law relating to bankruptcy, 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.

6.2 Calculating the Amount of Deposit/Assurance of Payment. Unless otherwise agreed by the Parties, such deposit will be calculated based on the greater of (1) CenturyTel’s estimated two-month charges to **CLEC (including, but not limited to, both recurring and non-recurring charges) using **CLEC’s forecast of resale lines, unbundled facilities, interconnection facilities, collocation and any other facilities or services to be ordered from CenturyTel, or (2) $5,000. If

**CLEC does not provide a forecast of its facility or service demand under this

Agreement, **CLEC shall provide, upon CenturyTel’s request, a deposit or assurance of payment of charges in an amount of $5000.

6.3 Modifying the Amount of Deposit/Assurance of Payment. CenturyTel reserves the right, in its sole discretion, to modify the amount of the deposit or assurance of payment required of **CLEC if **CLEC is repeatedly delinquent in making its payments, or **CLEC is being reconnected after a disconnection of service or discontinuance of the processing of orders by CenturyTel due to **CLEC’s previous non-payment, or when conditions otherwise justify such action based on actual billing history and/or the credit rating of **CLEC. "Repeatedly delinquent" means any payment received thirty (30) calendar days or more after the xxxx due date, three (3) or more times during a twelve (12) month period. CenturyTel also may require an additional amount of deposit or assurance of payment at any time after the submission of the original deposit or assurance of payment if **CLEC’s average monthly billing exceeds the estimated two-months billing based on **CLEC’s forecasts referenced in Section 6.2 above or if

**CLEC has failed to make timely payments in accordance with Section 9.2.

6.4 Form of Deposit/Assurance of Payment. Unless otherwise agreed by the Parties, the deposit or assurance of payment shall, at CenturyTel’s option, consist of (a) a cash security deposit in U.S. dollars held by CenturyTel, or (b) an unconditional, irrevocable standby letter of credit naming CenturyTel as the beneficiary thereof and otherwise in form and substance satisfactory to CenturyTel from a financial institution acceptable to CenturyTel.

6.5 .Intentionally left blank.

6.6 Interest on Cash Deposit. CenturyTel shall pay interest on any such cash deposit in accordance with state requirements for End User deposits if such exist

6.7 Drawing on Deposit/Assurance of Payment. CenturyTel may (but is not obligated to) draw on the letter of credit or cash deposit, as applicable, upon notice to **CLEC in respect of any amounts to be paid by **CLEC hereunder that are not paid within thirty (30) calendar days of the date that payment of such amounts is required by this Agreement.

6.8 **CLEC’s Replenishment of Deposit/Assurance of Payment. If CenturyTel draws on the letter of credit or cash deposit, upon request by CenturyTel,

**CLEC shall provide a replacement or supplemental letter of credit or cash deposit conforming to the requirements of Section 6.2.

6.9 Effect on Other Obligations. Notwithstanding anything else set forth in this Agreement, if CenturyTel makes a request for a deposit or assurance of payment in accordance with the terms of this Section 6, then CenturyTel shall have no obligation thereafter to perform under this Agreement until such time as **CLEC has provided CenturyTel with such deposit or assurance of payment. The fact

that a deposit or a letter of credit is requested by CenturyTel hereunder shall in no way relieve **CLEC from compliance with the requirements of this Agreement (including, but not limited to, any applicable Tariffs) as to advance payments and timely payment for facilities or services, nor constitute a waiver or modification of the terms herein pertaining to the discontinuance of services for nonpayment of any amounts, payment of which is required by this Agreement.

7.0 AUDITS

7.1 Billing Audits. Except as may be otherwise specifically provided in this Agreement, either Party (“Auditing Party”) may audit the other Party’s (“Audited Party”) books, records, documents, facilities and systems for the purpose of evaluating the accuracy of the Audited Party’s bills and invoicing. Such audits may be performed once in each Contract Year; provided, however, that audits may be conducted more frequently (but no more frequently than once in each contract quarter) if the immediately preceding audit found previously uncorrected net inaccuracies in billing in favor of the Auditing Party having an aggregate value of at least $50,000. For purposes of this Section 7.1, “Contract Year” means a twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

7.1.1 Scope of Audit. The scope of the audit shall be limited to the services provided and/or purchased by the Parties and the associated charges, books, records, data and other documents relating thereto for the period which is the shorter of (i) the period subsequent to the last day of the period covered by the audit which was last performed (or if no audit has been performed, the Effective Date) and (ii) the twelve (12) month period immediately preceding the date the Audited Party received notice of such requested audit.

7.1.2 Auditors and Commencement of Audit. The audit shall be performed by independent certified public accountants selected and paid by the Auditing Party. The accountants shall be reasonable competent in telecommunications and be reasonably acceptable to the Audited Party. Prior to commencing the audit, the accountants shall execute an agreement with the Audited Party in a form reasonably acceptable to the Audited Party that protects the confidentiality of the information disclosed by the Audited Party to the accountants. The audit shall take place at a time and place agreed upon by the Parties; provided, that the Auditing Party may require that the audit commence no later than sixty

(60) calendar days after the Auditing Party has given notice of the audit to the Audited Party; except that the Audited Party has the right to extend the 60 days for specific resource availability conflict reasons such as the financial Year End close of books, information or billing system conversions in progress or schedules to start during the audit or proper commitment of resources to other audits or rate cases. In such a case, the

Audited Party must provide written certification of the conflict and the expected resource availability date. The audit shall be completed within forty-five (45) calendar days after its commencement.

7.1.3 Cooperation of the Parties. Each Party shall cooperate fully in any such audit, providing reasonable access to any and all employees, books, records, documents, facilities and systems, reasonably necessary to assess the accuracy of the Audited Party’s bills. Each audit shall be conducted on the premises of the Audited Party where the Audited Party’s records reside, will take place during normal business hours and shall comply the Audited Party’s normal security procedures.

7.1.4 Audit Expenses. Audits shall be performed at the Auditing Party’s expense, unless the audit found billing errors or inaccuracies in favor of the Auditing Party, in which case the Audited Party shall reimburse the Auditing Party for its expense in performing said audit. There shall be no charge for reasonable access to the Audited Party’s employees, books, records, documents, facilities and systems necessary to assess the accuracy of the Audited Party’s bills.

7.1.5 Audit Summary. Neither Party shall have access to the data of the other Party, but shall rely upon summary results provided by the auditor. The Audited Party may redact from the books, records and other documents provided to the auditor any confidential information of the Audited Party that reveals the identity of other customers of the Audited Party. 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.

7.1.6 Adjustments. Adjustments to the Audited Party’s charges shall be made to correct errors or omissions disclosed by an audit. The performance of adjustments shall be subject to examination. The Audited Party will provide a formal written response to any findings in an audit within thirty

(30) calendar days of receipt of any such findings. The Auditing Party in turn will respond to the Audited Party’s response within forty-five (45) calendar days of receipt of the Audited Party’s response.

7.1.7 Overcharges or Undercharges. If any audit confirms any overcharge, then the billing Party (or the Party that billed for services at more than the appropriate charge) shall promptly correct any billing error, including refunding any overpayment by the other 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. If any audit confirms any undercharge, then the billed Party (or the Party that was provided services at less than the appropriate charge) shall immediately compensate the

billing Party for such undercharge. In each case of overcharge or undercharge, such rectifying credits and/or payments will be subject to interest at the lesser of one and one-half (1 ½%) percent per month or the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of 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, as the case may be.

7.1.8 Disputes. Any disputes concerning audit results shall be referred to the Parties’ designated representative(s) who have authority to settle the dispute. If these individuals cannot resolve the dispute within thirty (30) calendar days of the referral, the matter shall be resolved in accordance with the procedures set forth in Section 19 regarding dispute resolution.

7.2 Traffic Audits. On thirty (30) calendar days’ written notice, each Party must provide the other the ability and opportunity to conduct an annual audit to ensure the proper routing and billing of traffic. CenturyTel and **CLEC shall retain records of call detail for a minimum of nine (9) months from which a Percentage Local Use (PLU) and/or Percentage Interstate Use (PIU) can be ascertained. The audit shall be accomplished during normal business hours at an office designated by the Party being audited. Audit requests shall not be submitted more frequently than one (1) time per Contract Year (as defined in Section 7.1 above). Audits shall be performed by a mutually acceptable independent auditor paid for by the Party requesting the audit. The PLU and/or PIU shall be adjusted based upon the audit results and shall apply to the usage for the quarter the audit was completed, to the usage for the quarter prior to the completion of the audit, and to the usage for the two quarters following the completion of the audit.

7.2.1 Percentage Local Use. Upon request of either Party, each Party will report to the other an accurate Percentage Local Usage (“PLU”) to determine the amount of Local Traffic minutes to be billed to the other Party unless the billing Party is able to track Local Traffic usage. For purposes of developing the PLU, each Party shall consider every Local Traffic call and every non-Local Traffic call, excluding Transit Traffic. Requests to calculate or recalculate PLU shall be made no more frequently than every twelve (12) months. Notwithstanding the foregoing, where the terminating Party has message recording technology that identifies the jurisdiction of traffic terminated as defined in this Agreement, such information shall be utilized to determine the appropriate Local Traffic usage compensation to be paid, if any, in lieu of PLU at the terminating Party’s option.

8.0 AUTHORIZATION AND AUTHORITY

8.1 Each person whose signature appears on this Agreement represents and warrants that he or she has authority to bind the Party on whose behalf he or she has

executed this Agreement. Each Party represents he or she has had the opportunity to consult with legal counsel of his, her or its choosing, and **CLEC has not relied on CenturyTel’s counsel or on representations by CenturyTel’s personnel not specifically contained in this Agreement, in entering into this Agreement.

8.2 CenturyTel represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of [STATE] and has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

8.3 **CLEC represents and warrants that it is a [CORPORATION] duly organized, validly existing and in good standing under the laws of the State of [STATE], and has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

8.4 **CLEC Certification. Notwithstanding any other provision of this Agreement, CenturyTel shall have no obligation to perform under this Agreement until such time as **CLEC has obtained such FCC and Commission authorization(s) as may be required by Applicable Law for conducting business in the State as a

**CLEC. **CLEC must represent and warrant to CenturyTel that it is a certified local provider of Telephone Exchange Service in the State. **CLEC will provide a copy of its Certificate of Operating Authority or other evidence of its status to CenturyTel upon request. **CLEC shall not place any orders under this Agreement until it has obtained such authorization. **CLEC shall provide proof of such authorization to CenturyTel upon request.

9.0 BILLING & PAYMENTS/DISPUTED AMOUNTS

Except as provided elsewhere in this Agreement and, where applicable, in conformance with Multiple Exchange Carrier Access Billing (MECAB) guidelines and Multiple Exchange Carriers Ordering and Design Guidelines for Access Services-Industry Support Interface (MECOD), **CLEC and CenturyTel agree to exchange all information to accurately, reliably, and properly order and xxxx for features, functions and services provided under this Agreement.

9.1 Back Billing. The Parties will xxxx each other in a timely manner. Neither Party will initiate credit claims or xxxx the other Party for previously unbilled, under- billed or over-billed charges for services that were provided more than one (1) year prior to the applicable xxxx date. Each Party will provide prompt notice of any intent to claim credits or xxxx for charges incurred more than ninety (90) calendar days prior.

9.2 Payment. Except as otherwise provided in this Agreement, payment of amounts billed for services provided under this Agreement, whether billed on a monthly basis or as otherwise provided in this Agreement, shall be due, in immediately

available U.S. funds, within thirty (30) calendar days of the Xxxx Date (“Xxxx Due Date”). If the Xxxx Due Date is a Saturday, Sunday, or has been designated a bank holiday, payment will be made the next Business Day. Payments may be transmitted by electronic funds transfer. Late payment charges, if any, will be payable in accordance with the provisions of this Agreement.

9.3 Late Payment Charges. If any undisputed amount due on a billing statement is not received by the billing Party by the Xxxx Due Date, the billing Party shall calculate and assess, and the billed Party agrees to pay, a late payment charge on the past due balance equal to one and one-half (1 ½%) percent per month or the highest rate of interest that may be charged under Applicable Law, compounded daily, for the number of days from the Xxxx Date until the date on which such payment is made. Such late payment charges shall be included on the billing Party’s next statement to the billed Party.

9.4 Disputed Amounts. If any portion of an amount billed by a Party under this Agreement is subject to a good faith dispute between the Parties, the billed Party shall give written notice to the billing Party of the amounts it disputes (“Disputed Amounts”) and shall include in such notice the specific details and reasons for disputing each item. Such written notice shall be submitted in accordance with the guidelines for submitting billing dispute claims set forth in CenturyTel’s CLEC Service Guide. Disputed billing claims shall be submitted no later than the Xxxx Due Date. Failure by the billed Party to file any such claim before the Xxxx Due Date means that the total charges billed are due and payable to the billing Party on the due date. The billed Party may not withhold payment of amounts past the due date pending a later filing of a dispute, but must pay all amounts due for which it has not provided a written notice of dispute on or prior to the Xxxx Due Date. If the billed Party disputes charges after the Xxxx Due Date and has not paid such charges, such charges shall be subject to late payment charges. Both **CLEC and CenturyTel agree to expedite the investigation of any Disputed Amounts, promptly provide all documentation regarding the amount disputed that is reasonably requested by the other Party, and work in good faith in an effort to resolve and settle the dispute through informal means prior to initiating formal dispute resolution.

9.4.1 If the billed Party disputes any charges and any portion of the dispute is resolved in favor of the billed Party, the Parties shall cooperate to ensure that (a) the billing Party shall credit the invoice of the billed Party for that portion of the Disputed Amount resolved in favor of the billed Party, together with any late payment charges assessed with respect thereto no later than the second Xxxx Due Date after the resolution of the billing dispute.

9.5 Effect of Non-Payment.

9.5.1 If the billed Party does not remit payment of all undisputed charges on a xxxx by the Xxxx Due Date, the billing Party may discontinue processing orders for relevant or like services provided under this Agreement on or after the tenth (10th) calendar day following the Xxxx Due Date. The billing Party will notify the other Party in writing, via email or certified mail, at least five (5) Calendar Days prior to discontinuing the processing of orders for the relevant services. . If the billing Party does not refuse to accept additional orders for service(s) on the date specified in such notice, and the billed Party’s non-compliance continues, nothing contained herein shall preclude the billing Party from refusing to accept any or all additional orders for service(s) from the non-complying Party without further notice or from billing and collecting the appropriate charges from the billed Party. For order processing to resume, the billed Party will be required to make full payment of all past and current undisputed charges under this Agreement for the relevant services. Additionally, the billing Party may require a deposit or assurance of payment (or additional deposit or assurance of payment) from the billed Party, pursuant to Section 6. In addition to other remedies that may be available at law or equity, the billed Party reserves the right to seek equitable relief, including injunctive relief and specific performance.

9.5.2 Notwithstanding 9.5.1 above, if the billed Party does not remit payment of all undisputed charges on a xxxx by the Xxxx Due Date, the billing Party may at its option disconnect any and all relevant or related services provided under this Agreement following written notification to the billed Party at least seven (7) Business Days prior to disconnection of the unpaid service(s). Such notification may be included in a notification to refuse to accept additional orders so long as the appropriate dates for each consequence are listed therein. If the billed Party subsequently pays all of such undisputed charges and desires to reconnect any such disconnected services, the billed Party shall pay the applicable charge set forth in this Agreement or in the applicable Tariff for reconnecting each service disconnected pursuant to this paragraph. In case of such disconnection, all applicable undisputed charges, including termination charges, shall become due and payable. If the billing Party does not disconnect the billed Party’s service(s) on the date specified in such notice, and the billed Party’s non-compliance continues, nothing contained herein shall preclude the billing Party from disconnecting all service(s) of the non- complying Party without further notice or from billing and collecting the appropriate charges from the billed Party. For reconnection of the non- paid service to occur, the billed Party will be required to make full payment of all past and current undisputed charges under this Agreement for the relevant services. Additionally, the billing Party may require a deposit or assurance of payment (or additional deposit or assurance of payment) from the billed Party, pursuant to Section 6. In addition to other remedies that may be available at law or equity, the billing Party reserves

the right to seek equitable relief, including injunctive relief and specific performance.

9.5.3 Notwithstanding 9.5.1 and 9.5.2 above, if the billing Party is forced to undertake collection efforts for undisputed, defaulted or post-termination amounts outstanding, the billed Party is liable for reimbursement to the billing Party any and all costs associated with the collection of such a debt including but not limited to collection agency fees and legal fees.

9.6 Universal Service Fund. In order to collect the costs of CenturyTel’s contribution to the Federal Universal Service Fund (FUSF) in an equitable manner, CenturyTel’s End User Customers are being charged a Federal Universal Service Charge (FUSC). The only customers who are exempt from paying the FUSC to CenturyTel are those reseller customers who themselves contribute to the FUSF, or who otherwise qualify for an exemption under the FCC’s universal service rules. In order to obtain an exemption from paying the FUSC to CenturyTel, **CLEC must provide CenturyTel a signed statement certifying that it is reselling the services provided by CenturyTel in the form of telecommunications, and will, in fact, contribute directly to the FUSF. If

**CLEC does not provide this statement, or otherwise certify that it is exempt from remitting the FUSC, CenturyTel must report the revenues obtained from the provision of service to **CLEC as End User revenues for FUSF contribution purposes and will assess a FUSC on **CLEC’s customers.

9.6.1 “Federal Universal Service Charge (FUSC)” means an End-User charge that allows local exchange carriers to recover the costs of their universal service contributions from their customers.

9.6.2 To comply with FCC rules regarding the funding of Universal Service,

**CLEC is required to complete the form entitled “CERTIFICATION OF FEDERAL UNIVERSAL SERVICE FUND CONTRIBUTION STATUS,”

provided by CenturyTel in order to obtain an exemption from paying the FUSC to CenturyTel. In addition, **CLEC agrees to provide CenturyTel with an updated annual certification, no later than February 1 of each calendar year, so that CenturyTel may ensure that it continues to accurately report its revenues for FUSF contribution purposes.

9.6.3 It is expressly understood and agreed by the Parties that **CLEC’s provision to CenturyTel of evidence concerning its making adequate payments into the FUSF, and **CLEC’s representations to CenturyTel in connection therewith, are subject to the indemnification provisions of Section 30, which, for purposes of this Section, serve to indemnify CenturyTel.

10.0 BONA FIDE REQUEST (BFR)

10.1 Intent. The Bona Fide Request (BFR) process is the process through which

**CLEC may request: (1) access to a Network Element CenturyTel is required to provide under Applicable Law, but such Network Element is new, undefined or otherwise required to be provided but not available under the terms of this Agreement; (2) access to facilities and equipment that are not Currently Available, or to UNEs that are superior or inferior in quality than those that CenturyTel provides to itself; and (3) certain other services, features, capabilities or functionalities defined and agreed upon by the Parties as services to be ordered via the BFR process. Notwithstanding anything to the contrary in this Agreement, CenturyTel shall only be required to provide UNEs and/or other arrangements and services that CenturyTel is otherwise obligated to provide under Applicable Law through the BFR process. While CenturyTel may permit

**CLEC to submit BFR requests for Network Elements, arrangements or services that CenturyTel is not obligated under Applicable Law to provide, CenturyTel is not required to provide such Network Elements, arrangements or services, and CenturyTel may elect or decline to provide same at its sole discretion.

10.2 Process.

10.2.1 BFR Request. **CLEC shall submit to CenturyTel a written BFR application (“Request”), in a form to be provided by CenturyTel and as found within the CenturyTel Service Guide. In such Request, **CLEC shall specifically identify relevant technical requirements and descriptions, drawings, locations and/or any other such specifications that are reasonably necessary to clearly define the Request such that CenturyTel has sufficient information to analyze and prepare a response.

10.2.2 Cancellation of Request. **CLEC may cancel a Request in writing at any time prior to agreeing on price and availability in the final quote. CenturyTel will then cease analysis and/or development of the Request. However, **CLEC will pay CenturyTel its reasonable and demonstrable costs of processing and/or implementing the BFR up to and including the date on which CenturyTel receives **CLEC’s notice of cancellation.

10.2.3 Acknowledgment of Complete and Accurate Request. CenturyTel shall acknowledge in writing the receipt of a Request and shall identify a single point of contact to process the Request within ten (10) Business Days of CenturyTel’s receipt of a Request. In such written acknowledgement, CenturyTel will advise **CLEC of any additional information needed for a complete and accurate Request. **CLEC acknowledges that the time intervals set forth hereafter in this Section 10 begin only once CenturyTel has determined that it has received a complete and accurate Request.

10.2.4 Preliminary Analysis. Except under extraordinary circumstances, within thirty (30) calendar days of its receipt of a complete and accurate Request, indicating whether or not CenturyTel will approve or deny the Request (“Preliminary Analysis”). If If CenturyTel denies **CLEC’s Request, the Preliminary Analysis will provide the reason(s) for such denial (e.g., the requested access, arrangement or service is not technically feasible; CenturyTel is not required to provided the requested access, arrangement or service under Applicable Law; facilities necessary to provide the requested access, arrangement or service are not Currently Available, etc.).

10.2.5 * *CLEC’s Written Authorization. Following receipt of the Preliminary Analysis, **CLEC may accept or reject CenturyTel’s Preliminary Analysis, at its discretion. If **CLEC accepts CenturyTel’s Preliminary Analysis, **CLEC must accept the Preliminary Analysis in writing, providing written authorization to CenturyTel to develop access to the requested Network Element, arrangement or service and to develop the terms, conditions and final pricing of the same (“Final Quote”). **CLEC must provide such written acceptance and authorization within thirty (30) calendar days of its receipt of the Preliminary Analysis or **CLEC’s Request will be deemed to be cancelled.

10.2.6 Final Quote. Upon receiving **CLEC’s written acceptance and authorization of the Preliminary Analysis, CenturyTel will proceed to develop a Final Quote. The Final Quote shall contain a description of each access arrangement or service to be provided, a tentative availability date, the applicable rates, the installation intervals, BFR development and processing costs and the terms and conditions under which access to the requested Network Element, arrangement or service will be offered. CenturyTel shall provide the Final Quote within ninety (90) calendar days of receiving **CLEC’s written acceptance and authorization to the Preliminary Analysis. The tentative availability date is dependent on when **CLEC accepts the Final Quote, thus allowing CenturyTel to proceed with developing and implementing the BFR. CenturyTel shall make commercially reasonable efforts to provide an availability date that is within ninety (90) calendar days from the date it receives **CLEC’s written Final Acceptance as described below in Section 10.2.7. If CenturyTel cannot complete the BFR using reasonable efforts within ninety (90) calendar days of receiving **CLEC’s Final Acceptance, CenturyTel will inform **CLEC, and **CLEC and CenturyTel will then determine a mutually agreeable availability date.

10.2.7 Final Acceptance. Within thirty (30) calendar days of its receipt of the Final Quote, **CLEC must either (i) confirm or cancel its Request pursuant to the terms and conditions of the Final Quote (“Final Acceptance”), or (ii) submit any disputed issues with the Final Quote for

dispute resolution pursuant to Section 20. If **CLEC confirms and authorizes the implementation of the requested service as outlined in the Final Quote, **CLEC shall do so in writing and shall pay to CenturyTel fifty percent (50%) of the costs set forth in the Final Quote. CenturyTel shall then proceed with developing and providing the service requested via BFR. **CLEC shall pay to CenturyTel the other fifty percent (50%) of the costs set forth in the Final Quote upon delivery of the service requested via BFR.

10.2.8 Unless otherwise agreed, all proposed prices for the service requested via BFR shall be consistent with the pricing principles set forth in the Act.

11.0 CAPACITY PLANNING AND FORECASTS

Within thirty (30) calendar days from the Effective Date of this Agreement, or as soon after the Effective Date as practicable, the Parties agree to meet and develop joint planning and forecasting responsibilities which are applicable to local services, UNEs, number portability and interconnection services. CenturyTel may delay processing

**CLEC service orders should **CLEC not perform obligations as specified in this Section. Such responsibilities shall include but are not limited to the following:

11.1 The Parties will establish periodic reviews of network and technology plans and will notify one another no later than six (6) months in advance of changes that would impact either Party’s provision of services.

11.2 **CLEC will furnish to CenturyTel information that provides for statewide annual forecasts of order activity, in-service quantity forecasts, and facility/demand forecasts. If during the Term of this Agreement, **CLEC desires to offer services in a CenturyTel local calling area for which **CLEC has not previously submitted a forecast, **CLEC shall submit a revised statewide annual forecast that incorporates the information identified above for the new local calling area or a supplemental forecast for such local calling area providing the information identified above. **CLEC shall submit such revised or supplemental forecast as soon as practicable, but in no event less than thirty (30) calendar days before it orders services and/or facilities under this Agreement in the new CenturyTel local calling area.

11.3 The Parties will develop joint forecasting responsibilities for traffic exchange over trunk groups and yearly forecasted trunk quantities as set forth in Article V (Interconnection).

11.4 **CLEC shall notify CenturyTel promptly of any changes in **CLEC’s business or prevailing business conditions that may impact any of its forecasts in the next forecasting period more than ten percent (10%) to current forecasts (increase or decrease). **CLEC orders that exceed its forecast shall only be filled by CenturyTel to the extent that requested capacity is Currently Available.

11.5 CenturyTel reserves the right to condition the fulfillment of additional service orders on satisfactory **CLEC fill rates in previously ordered capacity, or on

**CLEC payment for all of the additional capacity absent satisfactory fill rates.

11.6 CenturyTel reserves the right to assess **CLEC a stranded plant/facility or discontinued service order charge for capacity forecast by **CLEC but not used by **CLEC within six (6) months after a forecast period to the extent that CenturyTel built the plant/facility based on **CLEC’s order.

12.0 CHANGES IN LAW

Except as provided in Section 12.3 below, the terms and conditions of this Agreement shall be subject to any and all changes in Applicable Law, including but not limited to changes to rules and regulations that subsequently may be prescribed by any federal, state or local governmental authority having competent jurisdiction.

12.1 Removal of Existing Obligations. Notwithstanding anything in this Agreement to the contrary, if, as a result of any legislative, judicial, regulatory or other governmental decision, order, determination or action, or any change in Applicable Law subsequent to the Effective Date, CenturyTel is no longer required by Applicable Law to continue to provide any service, facility, payment or benefit otherwise required to be provided to **CLEC under this Agreement, then CenturyTel may discontinue the provision of any such service, facility, payment or benefit. CenturyTel will provide thirty (30) calendar days prior written notice to **CLEC of any such discontinuation of a service or facility, unless a different notice period or different conditions are specified by Applicable Law for termination of such service, facility, payment or benefit, in which event such specified period and/or conditions shall apply. The Parties may amend this Agreement pursuant to Section 4 to reflect such change in Applicable Law. If **CLEC disputes CenturyTel’s discontinuance of such service, facility, payment or benefit, the dispute resolution procedures of Section 20 shall apply, and any consequent changes to the terms of this Agreement (including billing terms) as a result of such change in Applicable Law shall be retroactive to the discontinuation date set forth in CenturyTel’s written notice to **CLEC or the date specified by Applicable Law, whichever applies.

12.2 Additions to Existing Obligations. Notwithstanding anything in this Agreement to the contrary, if, as a result of any legislative, judicial, regulatory or other governmental decision, order, determination or action, or any change in Applicable Law subsequent to the Effective Date, CenturyTel is required by such change in Applicable Law to provide a service not already provided to **CLEC under the terms of this Agreement, the Parties agree to add or modify, in writing, the affected term(s) and condition(s) of this Agreement to the extent necessary to bring them into compliance with such change in Applicable Law. The Parties shall initiate negotiations to add or modify such terms upon the written request of a Party. The Parties agree to negotiate such additional or modified terms and

conditions within thirty (30) calendar days of receipt of the requesting Party’s written request. If the Parties cannot agree to additional or modified terms to amend the Agreement, the Parties shall submit the dispute to dispute resolution pursuant to the procedures set forth in Section 20.

12.3 Notwithstanding Sections 12.1 and 12.2, to the extent that the Parties have agreed to any terms and conditions set forth in this Agreement that do not reflect or fully reflect the extent of the Parties’ respective rights and/or obligations under Applicable Law for good and valuable consideration through the process of good faith negotiations, a subsequent change in Applicable Law may not be given effect in this Agreement, through the amendment process or otherwise, without the mutual consent of both Parties. Any terms reached by the Parties constituting a Voluntary Agreement to which this Section 12.3 applies shall be identified as being an agreement made “pursuant to Section 12.3” or by language of similar import.

13.0 CLEC PROFILE

13.1 **CLEC shall not place any orders under this Agreement until it has completed and submitted to CenturyTel a “CLEC Profile,” in a form provided by CenturyTel and, if required by CenturyTel, paid a deposit for assurance of payment pursuant to Section 9. Among other things required to be listed on the CLEC Profile, **CLEC will provide to CenturyTel its Operating Company Number (OCN), Company Code (CC), and Customer Carrier Name Abbreviation (CCNA) as described in the CenturyTel Service Guide. **CLEC will document its Certificate of Operating Authority on the CLEC Profile and agrees to promptly update this CLEC Profile as necessary to reflect its current certification.

13.2 Certificate of Operating Authority. **CLEC must represent and warrant to CenturyTel that it is a certified provider of local Telephone Exchange Service in the State. **CLEC will provide a copy of its Certificate of Operating Authority or other evidence of its status to CenturyTel upon request.

14.0 CONFIDENTIAL INFORMATION

14.1 Identification. Either Party may disclose to the other proprietary or confidential customer, technical, or business information in written, graphic, oral or other tangible or intangible forms ("Confidential Information"). In order for information to be considered Confidential Information under this Agreement, it must be marked "Confidential" or "Proprietary," or bear a marking of similar import. Orally or visually disclosed information shall be deemed Confidential Information only if contemporaneously identified as such and reduced to writing and delivered to the other Party with a statement or marking of confidentiality within thirty (30) calendar days after oral or visual disclosure.

Notwithstanding the foregoing, pre-orders, and all orders for services or UNEs placed by **CLEC pursuant to this Agreement, and information that would constitute Customer Proprietary Network Information (CPNI) of **CLEC End User Customers pursuant to the Act and the rules and regulations of the FCC, as well as recorded usage information with respect to **CLEC End User Customers, whether disclosed by **CLEC to CenturyTel or otherwise acquired by CenturyTel in the course of its performance under this Agreement, is considered Confidential Information.

14.2 Handling. In order to protect such Confidential Information from improper disclosure, each Party agrees:

(a) That all Confidential Information shall be and shall remain the exclusive property of the source;

(b) To limit access to such Confidential Information to authorized employees who have a need to know the Confidential Information for performance of this Agreement;

(c) To keep such Confidential Information confidential and to use the same level of care to prevent disclosure or unauthorized use of any Confidential Information it receives as it exercises in protecting its own Confidential Information of a similar nature;

(d) Not to copy, publish, or disclose such Confidential Information to others or authorize anyone else to copy, publish, or disclose such Confidential Information to others without the prior written approval of the source;

(e) To promptly return any copies of such Confidential Information to the source at its request;

(f) To use such Confidential Information only for purposes of performing work or services described hereunder and for other purposes only upon such terms as may be agreed upon between the Parties in writing; and

(g) Subject to the exceptions in Section 14.3 below, if the Party receiving Confidential Information wishes to disclose the disclosing Party’s Confidential Information to a third-party, such disclosure must be agreed to in writing by the disclosing Party, and the third-party must have executed a written agreement of nondisclosure and nonuse comparable in scope to the terms of this Section.

14.3 Exceptions. These obligations shall not apply to any Confidential Information that was legally in the recipient’s possession prior to receipt from the source, was received in good faith from a third party not subject to a confidential obligation to

the source, now is or later becomes publicly known through no breach of confidential obligation by the recipient, was developed by the recipient without the developing persons having access to any of the Confidential Information received in confidence from the source, or that is required to be disclosed pursuant to subpoena or other legal process issued by a court or administrative agency having appropriate jurisdiction; provided, however, that, subject to Sections 28.3 and 28.3.1, the recipient shall give prior notice to the source before disclosing Confidential Information and shall reasonably cooperate if the source deems it necessary to seek protective arrangements.

14.4 Survival.

The obligation of confidentiality and use with respect to Confidential Information disclosed by one Party to the other shall survive any termination of this Agreement for a period of three (3) years from the date of the initial disclosure of the Confidential Information.

15.0 CONSENT

Except as otherwise expressly stated in this Agreement (including, but not limited to, where consent, approval, agreement or a similar action is stated to be within a Party’s sole discretion), where consent, approval, mutual agreement or a similar action is required by any provision of this Agreement, such action shall not be unreasonably withheld, conditioned or delayed.

16.0 CONTACTS BETWEEN THE PARTIES

Each Party shall update its own contact information and escalation list and shall provide such information to the other Party for purposes of inquiries regarding the implementation of this Agreement. Each Party shall accept all inquiries from the other Party and provide a timely response. CenturyTel will provide and maintain its contact and escalation list in its CenturyTel Service Guide ("Guide") as amended and updated from time to time. The Guide is provided to **CLEC on CenturyTel’s Website, and any updates also will be provided on the Website in the event such information changes. Information contained in the Guide will include a single contact telephone number for CenturyTel’s CLEC Service Center (via an 800#) that **CLEC may call for all ordering and status inquiries and other day-to-day inquiries between 8 a.m. and 5 p.m., Monday through Friday (except holidays). In addition, the Guide will provide **CLEC with contact information for the personnel and/or organizations within CenturyTel capable of assisting **CLEC with inquiries regarding the ordering, provisioning and billing of interconnection, UNE and resale services. Included in this information will be the contact information for a person or persons to whom **CLEC can escalate issues dealing with the implementation of the Agreement and/or for assistance in resolving disputes arising under the Agreement.

17.0 CONTACTS WITH CUSTOMERS

Except as otherwise provided in this Agreement, **CLEC shall provide the exclusive interface with **CLEC’s End User Customers in connection with the marketing or offering of **CLEC services. Except as otherwise provided in this Agreement, in those instances where CenturyTel personnel are required pursuant to this Agreement to interface directly with **CLEC’s End User Customers for the purpose of installation, repair and/or maintenance of services, such personnel shall not identify themselves as representing CenturyTel. Nothing in this section shall require CenturyTel to repaint trucks or other equipment, or to remove, hide or cover logos or other identifying marks from any vehicles, equipment, uniforms or other items used or owned by CenturyTel or CenturyTel personnel to effect service calls.

18.0 COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

19.0 DISCONTINUANCE OF SERVICE BY **CLEC (“SNAP-BACK PROVISION”)

19.1 If **CLEC proposes to discontinue, or actually discontinues, its provision of service to all or substantially all of its customers, whether voluntarily, as a result of bankruptcy, or for any other reason, **CLEC shall send written notice of such discontinuation to CenturyTel, the Commission, and each of **CLEC’s customers. **CLEC shall provide notice in advance of discontinuation of its service as required by Applicable Law. Unless the period for advance notice of discontinuation of service required by Applicable Law is more than thirty (30) calendar days, to the extent commercially feasible, **CLEC shall send such notice at least thirty (30) calendar days prior to its discontinuation of service. Should **CLEC fail to provide notice pursuant to this provision, CenturyTel shall have the right to send such notice and to discuss service discontinuance and election of a replacement carrier with **CLEC’s customers.

19.2 Such notice must advise each **CLEC customer that, unless action is taken by the **CLEC customer to switch to a different carrier prior to **CLEC’s proposed discontinuation of service, the **CLEC customer will be without the service provided by **CLEC to the **CLEC customer.

19.3 Should a **CLEC customer subsequently become a CenturyTel customer,

**CLEC shall provide CenturyTel with all information necessary for CenturyTel to establish service for the **CLEC customer, including, but not limited to, the CLEC customer’s billed name, listed name, service address, and billing address, and the services being provided to the **CLEC customer.

19.4 Nothing in this Section 19 shall limit CenturyTel’s right to cancel or terminate this Agreement under Section 2 or to suspend provision of services under Section 9 of this Agreement.

20.0 DISPUTE RESOLUTION

The following provisions apply to dispute resolution under the Agreement, except that the terms of Section 9 of this Article apply to the resolution of any billing disputes.

20.1 Alternative to Litigation. Except as provided under Section 252 of the Act with respect to the approval of this Agreement by the Commission, the Parties desire to resolve disputes arising out of or relating to this Agreement without litigation. Accordingly, except for an action seeking a temporary restraining order or an injunction related to the purposes of this Agreement, or suit to compel compliance with this dispute resolution process, the Parties agree to use the following alternative dispute resolution procedures as the sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

20.2 Negotiations. At the written request of a Party, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising out of or relating to this Agreement. The Parties intend that these negotiations be conducted in a business-to-business fashion. It shall be left to each Party to select its own representative(s) for such negotiations. The location, format, frequency, duration, and conclusion of these discussions shall 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 correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery, and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise discoverable, be discovered or otherwise admissible, be admitted in evidence, in the arbitration or lawsuit.

20.3 Arbitration. If the negotiations do not resolve the dispute within sixty (60) Business Days of the initial written request, the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except that the Parties may select an arbitrator outside American Arbitration Association rules upon mutual agreement. The arbitration may be submitted to the Commission upon mutual agreement of the Parties. If the State Commission is selected as the arbitrator, its arbitration rules shall apply. Otherwise, the rules described in part

(a) below shall be applicable.

(a) A Party may demand arbitration in accordance with the procedures set out in the AAA rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section. Each Party may

submit in writing to a Party, and that Party shall so respond to, a maximum of any combination of thirty-five (35) of the following (none of which may have subparts): interrogatories; demands to produce documents; or requests for admission. Each Party is also entitled to take the oral deposition of up to three (3) individuals of another Party. Unless otherwise mutually agreed by the Parties, the Party of the deponent shall select the time and location for each such deposition. (The Party selecting the time and location of a deposition shall do so with reasonable accommodation of the other Party’s schedule and without causing the other Party unduly burdensome travel costs. In any event, it shall be deemed reasonable to select as the location for the deposition the city where the deponent resides and/or works.) Each Party shall bear its own travel expenses incurred to participate in such depositions. Additional discovery may be permitted upon mutual agreement of the Parties. The arbitration hearing shall be commenced within sixty (60) Business Days of the demand for arbitration. The arbitration shall be held in a mutually agreeable city. The arbitrator shall control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) Business Days after the close of hearings. The times specified in this section may be extended upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause.

(b) Judgment upon the award rendered by the arbitrator, whether it be the Commission or an AAA or other arbitrator, may be entered in any court having jurisdiction. If post-arbitration enforcement efforts must be undertaken due to a Party’s failure to render the award by the date due, the defaulting Party will reimburse the other Party any and all costs associated with collection of such a debt including but not limited to legal and court costs.

(c) Notwithstanding (b) above, a Party may appeal a judgment provided that the Party must place any amounts awarded into an interest- bearing escrow account pending the outcome of the appeal. An appeal filed prior to the date an award is due shall not be considered a default that triggers the reimbursement provision of (b) above so long as the required escrow has been made as well.

20.4 Expedited Arbitration Procedures. If the issue to be resolved through the negotiations referenced in Section 20.2 is alleged to constitute a Service Affecting dispute, then the period for resolution of the dispute through negotiations before the dispute is to be submitted to binding arbitration shall be ten (10) Business Days. Once a Service Affecting dispute is submitted to arbitration, and if arbitration with the Commission is not selected, the arbitration shall be conducted pursuant to the expedited procedures rules of the Commercial

Arbitration Rules of the American Arbitration Association (i.e., rules 53 through 57).

20.5 Costs. Except for 20.3 (b) above, each Party shall bear its own costs of these procedures. A Party seeking discovery shall reimburse the responding Party the reasonable costs of production of documents (including search time and reproduction costs). The Parties shall equally split the fees of the arbitration and the arbitrator.

20.6 Continuous Service. Except where the dispute pertains to technical feasibility or a lack of facilities, the Parties shall continue providing services to each other during the pendency of any dispute resolution procedure, and the Parties shall continue to perform their obligations (including making payments in accordance with Section 9) in accordance with this Agreement. However, during the pendency of any dispute resolution procedures, CenturyTel reserves the right not to accept new **CLEC service orders.

21.0 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, negotiations, proposals, and representations, whether written or oral, and all contemporaneous oral agreements, negotiations, proposals, and representations concerning such subject matter. No representations, understandings, agreements, or warranties, expressed or implied, have been made or relied upon in the making of this Agreement other than those specifically set forth herein.

22.0 EXPENSES

22.1 In performing under this Agreement, CenturyTel may be required to make expenditures or otherwise incur costs that are not otherwise reimbursed under this Agreement. In such event, CenturyTel is entitled to reimbursement from

**CLEC for all such costs. For all such costs and expenses, CenturyTel shall receive through nonrecurring charges (“NRCs”) the actual costs and expenses incurred, including labor costs and expenses, overhead and fixed charges, and may include a reasonable contribution to CenturyTel’s common costs. If

**CLEC makes a request that involves expenditures or costs not otherwise covered under this agreement, CenturyTel will provide a quote to **CLEC in a timely manner and **CLEC must agree to accept the quoted charges prior to CenturyTel’s initiation of work.

22.2 Except as specifically set out in this Agreement, each Party shall be solely responsible for its own expenses involved in all activities related to the subject of this Agreement.

23.0 FORCE MAJEURE

23.1 In the event performance of this Agreement, or any obligation hereunder, is either directly or indirectly prevented, restricted, or interfered with by reason of fire, flood, earthquake or like acts of God, wars, terrorism, revolution, civil commotion, explosion, acts of public enemy, embargo, acts of the government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, unavailability of equipment from vendor, changes requested by customer, or any other material change of circumstances beyond the reasonable control and without the fault or negligence of the Party affected (“Force Majeure Events”), the Party affected, upon giving prompt notice to the other Party, shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis until the delay, restriction or interference has ceased); provided however, that the Party so affected shall use commercially reasonable efforts to avoid or remove such causes of nonperformance or Force Majeure Events, and both Parties shall proceed whenever such causes or Force Majeure Events are removed or cease.

23.2 It is expressly agreed that insolvency or financial distress of a Party is not a Force Majeure Event and is not otherwise subject to this Section 23. Notwithstanding the provisions of Section 23.1 above, in no case shall a Force Majeure Event excuse either Party from an obligation to pay money as required by this Agreement.

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

24.0 FRAUD

**CLEC assumes responsibility for all fraud associated with its End User Customers and accounts. CenturyTel will cooperate in good faith but shall bear no responsibility for, nor is it required to investigate or make adjustments to, **CLEC’s account in cases of fraud.

25.0 GOOD FAITH PERFORMANCE

25.1 The Parties shall act in good faith in the performance of their obligations under this Agreement.

25.2 Performance Issues. In the spirit of good faith and upon request by either Party, the Parties agree to meet once a month during the Term of this Agreement, at mutually agreed upon day and time, to discuss the performance of the Parties under this Agreement. The requesting Party should provide a proposed agenda in advance of the meeting. At each such monthly session the Parties may discuss: (i) the administration and maintenance of the interconnections and trunk groups provisioned under this Agreement; (ii) the Parties' provisioning of the services

and ancillary functions provided under this Agreement; (iii) and any areas in which such performance may be improved; (iv) any problems that were encountered during the preceding month or anticipated in the upcoming month;

(v) the reason underlying any such problem and the effect, if any, that such problem had, has or may have on the performance of the Parties; and (vi) the specific steps taken or proposed to be taken to remedy such problem. In addition to the foregoing, the Parties may meet to discuss any matters that relate to the performance of this Agreement, as may be requested from time to time by either of the Parties.

26.0 HEADINGS

The headings in this Agreement are inserted for convenience and identification only and shall not be considered in the interpretation of this Agreement.

27.0 INTELLECTUAL PROPERTY

27.1 **CLEC acknowledges that its right under this Agreement to interconnect with CenturyTel’s network and to unbundle and/or combine CenturyTel’s Unbundled Network Elements (including combining with **CLEC’s Network Elements) may be subject to or limited by Intellectual Property rights (including, without limitation, patent, copyright, trade secret, trademark, service xxxx, trade name and trade dress rights) and other rights of third parties.

27.2 **CLEC acknowledges that services and facilities to be provided by CenturyTel hereunder may use or incorporate products, services or information proprietary to third party vendors and may be subject to or limited by Intellectual Property rights (including, without limitation, patent, copyright, trade secret, trademark, service xxxx, trade name and trade dress rights) and other rights of third parties.

27.3 Upon written request by **CLEC, CenturyTel will use commercially reasonable efforts to procure rights or licenses to allow CenturyTel to use Intellectual Property and other rights of third parties to provide interconnection, UNEs, services and facilities to **CLEC (“Additional Rights and Licenses”). **CLEC shall promptly reimburse CenturyTel for all costs incurred by CenturyTel and/or CenturyTel’s Affiliates in connection with the procurement of Additional Rights and Licenses, including without limitation all software license fees and/or maintenance fees, or any increase thereof, incurred by CenturyTel or any CenturyTel Affiliate. CenturyTel shall have the right to obtain reasonable assurances of such prompt reimbursement by **CLEC prior to the execution by CenturyTel or any CenturyTel Affiliate of any new agreement or extension of any existing agreement relating to any Additional Rights and Licenses. In the event

**CLEC fails to promptly reimburse CenturyTel for any such cost, then, in addition to other remedies available to CenturyTel under this Agreement, CenturyTel shall have no obligation to provide to **CLEC any Unbundled Network Element, product, service or facility to which such Additional Rights

and Licenses relate. In the event any Unbundled Network Element to which the Additional Rights and Licenses relate is provided to any carrier(s) other than CenturyTel, CenturyTel’s Affiliates and **CLEC, CenturyTel shall reasonably apportion among **CLEC and such non-CenturyTel carriers, on a prospective basis only, the costs incurred by CenturyTel and/or its Affiliates in connection with the procurement and continuation of such Additional Rights and Licenses; provided, however, that such apportionment shall not apply to any previously incurred costs and shall apply only for the period of such provision to such carrier(s).

27.5 Both Parties agree to promptly inform the other of any pending or threatened Intellectual Property Claims of third parties that may arise in the performance of this Agreement.

27.6 For the purposes of this Agreement, any Intellectual Property originating from or developed by such Party shall remain in the exclusive ownership of that Party. Notwithstanding the exclusive ownership of Intellectual Property originated by a Party, the Party that owns such Intellectual Property will not assess a separate fee or charge to the other Party for the use of such Intellectual Property to the extent used in the provision of a product or service, available to either Party under this Agreement, that utilizes such Intellectual Property to function properly.

27.7 Except as expressly stated in this Agreement, this Agreement shall not be construed as granting a license with respect to any patent, copyright, trade name, trademark, service xxxx, trade secret or any other Intellectual Property, now or hereafter owned, controlled or licensable by either Party. Except as expressly provided in this Agreement, neither Party may use any patent, copyrightable materials, trademark, trade name, trade secret or other Intellectual Property, of the other Party except in accordance with the terms of a separate license agreement between the Parties granting such rights.

27.8 Except as provided in Section 27.3 and/or Section 30.1, neither Party shall have any obligation to defend, indemnify or hold harmless, or acquire any license or right for the benefit of, or owe any other obligation or have any liability to, the other Party or its Affiliates or customers based on or arising from any third party claim alleging or asserting that the provision or use of any service, facility, arrangement, or software by either Party, or the performance of any service or method, either alone or in conjunction with the other Party, constitutes direct, vicarious or contributory infringement or inducement to infringe, or misuse or misappropriation of any patent, copyright, trademark, trade secret, or any other proprietary or intellectual property right of any Party or third person. Each Party, however, shall offer to the other reasonable cooperation and assistance in the defense of any such claim.

27.9 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT

THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY EACH PARTY OF THE OTHER’S SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT.

28.0 LAW ENFORCEMENT

28.1 Except to the extent not available in connection with CenturyTel’s operation of its own business, CenturyTel shall provide seven days a week/twenty-four hours a day assistance to law enforcement persons for emergency traps, assistance involving emergency traces and emergency information retrieval on customer invoked CLASS services.

28.2 Except where prohibited by a subpoena, civil investigative demand, or other legal process as set forth in Section 28.3.1, CenturyTel agrees to work jointly with

**CLEC in security matters to support law enforcement agency requirements for traps, traces, court orders, etc. **CLEC shall be responsible for and shall be billed for any charges associated with providing such services for **CLEC’s End User Customers.

28.3 Where CenturyTel receives a subpoena from law enforcement, and its database search shows that the telephone number in question is not a CenturyTel account, CenturyTel shall send such information back to law enforcement, along with the name of the company to which such account is connected, if available, for further processing by law enforcement.

28.3 If a Party receives a subpoena, civil investigative demand, or other legal process (hereinafter, “subpoena”) issued by a court or governmental agency having appropriate jurisdiction, and such subpoena expressly prohibits the Party receiving the subpoena (“receiving Party”) from disclosing the receipt of the subpoena or the delivery of a response to the subpoena, such receiving Party shall not be required to notify the other Party that it has received and/or responded to such subpoena, even if the subpoena seeks or the receiving Party’s response thereto discloses Confidential Information of the other Party or its customers. Under such circumstances, the receiving Party’s disclosure to the other Party of its receipt of or delivery of a response to such a subpoena shall be governed by the requirements of the subpoena and/or the court, governmental agency or law enforcement agency having appropriate jurisdiction.

29.0 LETTER OF AUTHORIZATION (LOA)

To the extent the Parties have not previously done so, **CLEC and CenturyTel shall each execute a blanket letter of authorization (LOA) with respect to customer requests to change service providers or to permit either Party to view CPNI prior to a request to change service providers. Under the blanket LOA, a Party authorized by the customer to

view or use its CPNI need not provide proof of End User Customer authorization to the other Party before viewing or using the CPNI.

29.1.1 Each Party’s access to CPNI of another carrier’s customer will be limited to instances where the requesting Party has obtained appropriate authorization to change service providers or release of CPNI from the customer.

29.1.2 The requesting Party must maintain records of all customer authorizations to change service providers or release of CPNI in compliance with State and federal law.

29.1.3 The requesting Party is solely responsible for determining whether proper authorization has been obtained and holds the other Party harmless from any loss or liability on account of the requesting Party’s failure to obtain proper CPNI authorization from a customer.

29.1.4 When a blanket LOA has been executed and where such blanket LOA contains the appropriate authorization to change service providers or release CPNI as documented in the CenturyTel Service Guide or otherwise approved in advance by CenturyTel, CenturyTel will not require **CLEC to submit an individual LOA prior to changing service providers or releasing CPNI, providing Customer Service Records (CSRs), or processing orders. However, it shall be considered a material breach of this Agreement if **CLEC submits an order to change service providers or release CPNI where **CLEC has not yet obtained appropriate authorization to change service providers or release CPNI from the customer.

30.0 LIABILITY AND INDEMNIFICATION

30.1 Indemnification Against Third-Party Claims. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including, but not limited to, reasonable costs and attorneys’ fees)), (a) based on allegations that, if true, would establish (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s misrepresentation, fraud or other misconduct; (iii) the Indemnifying Party’s negligence; (iv) infringement by the Indemnifying Party or by any Indemnifying Party product or service of any patent, copyright, trademark, service xxxx, trade name, right of publicity or privacy, trade secret, or any other proprietary right of any third party; (v) the Indemnifying Party’s liability in relation to any material that is defamatory or wrongfully discloses private or personal matters; or (vi) the Indemnifying Party’s wrongful use or

unauthorized disclosure of data; or (b) that arises out of (i) any act or omission of the Indemnifying Party or its subcontractors or agents relating to the Indemnifying Party’s performance or obligations under this Agreement; (ii) any act or omission of the Indemnifying Party’s customer(s) or End User(s); (iii) the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person, relating to the Indemnifying Party’s performance or obligations under this Agreement; (iv) the Indemnifying Party’s design, testing, manufacturing, marketing, promotion, advertisement, distribution, lease or sale of services and/or products to its customers, or such customers’ use, possession, or operation of those services and/or products; or (v) personal injury to or any unemployment compensation claim by one or more of the Indemnifying Party’s employees, notwithstanding any protections the Indemnifying Party might otherwise have under applicable workers’ compensation or unemployment insurance law, which protections the Indemnifying Party waives, as to the Indemnified Party and other persons and entities to be indemnified under this Section 30.1 (other than applicable employee claimant(s)), for purposes of this Section 30.1. “Reasonable costs and attorneys’ fees,” as used in this Section 30.1, includes without limitation fees and costs incurred to interpret or enforce this Section 30.1. The Indemnified Party will provide the Indemnifying Party with reasonably prompt written notice of any Claim. At the Indemnifying Party’s expense, the Indemnified Party will provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Claim. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim.

Notwithstanding anything to the contrary in this Section 30.1, a Party may not seek indemnification with respect to any Claim by that Party’s customer(s) or End User(s), but rather shall be the Indemnifying Party with respect to all Claims by its customer(s) and End User(s).

The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the Indemnitee Group and any third-party provider or operator of facilities involved in the provision of products, services, UNEs or facilities under this Agreement from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by the Indemnifying Party’s End User Customer(s) arising from or relating to any products, services, UNEs or facilities provided by or through the Indemnified Party or such third- party provider or operator. The Indemnifying Party further agrees to release, indemnify, defend, and hold harmless the Indemnitee Group from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including, but not limited to, costs and attorneys’ fees, suffered, made, instituted, or asserted by any third party against an Indemnified Party arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other

injury to any person or property arising out of content transmitted by the Indemnifying Party’s End User Customer(s).

30.2 Disclaimer of Warranties. EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS DISCLAIMS ALL WARRANTIES AND DUTIES, WHETHER EXPRESS OR IMPLIED, AS TO THE SERVICES, PRODUCTS AND ANY OTHER INFORMATION OR MATERIALS EXCHANGED BY THE PARTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE, WORKMANLIKE EFFORT, RESULTS, LACK OF NEGLIGENCE, OR ACCURACY OR COMPLETENESS OF RESPONSES. EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY STATUTE, THERE IS NO WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, AUTHORITY, OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, PRODUCTS, AND ANY OTHER INFORMATION OR MATERIALS EXCHANGED BY THE PARTIES UNDER THIS AGREEMENT.

30.3 Limitation of Liability; Disclaimer of Consequential Damages; Exceptions.

30.3.1 Except as provided in Section 30.3.3, each Party’s liability to the other, whether in contract, tort or otherwise, shall be limited to direct damages, which shall not exceed the monthly charges, plus any related costs/expenses the other Party may recover, including those under Section

22.1 above, and plus any costs/expenses for which the Parties specify reimbursement in this Agreement for the services or facilities for which the claim of liability arose. Except as provided in Section 30.3.3, each Party’s liability to the other during any Contract Year resulting from any and all causes will not exceed the total of any amounts charged to

**CLEC by CenturyTel under this Agreement during the Contract Year in which such cause accrues or arises. For purposes of this Section 30.3.1, the first Contract Year commences on the first day this Agreement becomes effective, and each subsequent Contract Year commences on the day following the anniversary of that date.

30.3.2 EXCEPT AS PROVIDED IN SECTION 30.3.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH OTHER PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER PARTY), REGARDLESS OF THE FORM OF

ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT.

Should either Party provide advice, make recommendations, or supply other analysis related to the services or facilities described in this Agreement, this limitation of liability shall apply to the provision of such advice, recommendations, and analysis.

30.3.3 Section 30.3.1 and Section 30.3.2 do not apply to the following:

30.3.3.1 Indemnification under Section 30.1;

30.3.3.2 Breach of any obligation of confidentiality referenced in this Agreement;

30.3.3.3 Violation of security procedures;

30.3.3.4 Any breach by **CLEC of any provision relating to

**CLEC’s access to or use of Operations Support Systems;

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

30.3.3.6 Statutory damages;

30.3.3.7 Liability for intentional or willful misconduct;

30.3.3.8 Liability arising under any applicable CenturyTel Tariff;

30.3.3.9 Liability arising under any indemnification provision contained in this Agreement or any separate agreement or tariff related to provisioning of 911/E911 services;

30.3.3.10 Each Party’s obligations under Section 27 of this Article III;

30.3.3.11 Section 30.4.2 and/or Section 30.4.3 of this Article III;

30.3.3.12 Section 45 of this Article III, and/or

30.3.3.12 Liability arising under any indemnification provision contained in a separate agreement or tariff related to provisioning of Directory Listing or Directory Assistance Services.

30.4 Liability of CenturyTel.

In addition to the general limitation of liability in this Section 32, the following shall also limit CenturyTel’s liability under this Agreement.

30.4.1 Inapplicability of Tariff Liability. CenturyTel’s general liability, as described in its local exchange or other Tariffs, does not extend to

**CLEC, **CLEC’s End User Customer(s), suppliers, agents, employees, or any other third parties. Liability of CenturyTel to **CLEC resulting from any and all causes arising out of services, facilities, UNEs or any

other items relating to this Agreement shall be governed by the liability provisions contained in this Agreement and no other liability whatsoever shall attach to CenturyTel. CenturyTel shall not be liable for any loss, claims, liability or damages asserted by **CLEC, **CLEC’s End User Customer(s), suppliers, agents, employees, or any other third parties where **CLEC combines or commingles such components with those components provided by CenturyTel to **CLEC.

30.4.2 **CLEC Tariffs or Contracts. **CLEC shall, in its Tariffs or other contracts for services provided to its End User Customers using products, services, facilities or UNEs obtained from CenturyTel, provide that in no case shall CenturyTel be liable for any indirect, incidental, reliance, special, consequential or punitive damages, including, but not limited to, economic loss or lost business or profits, whether foreseeable or not, and regardless of notification by **CLEC, **CLEC’s End User Customer(s), suppliers, agents, employees, or any other third parties of the possibility of such damages, and **CLEC shall indemnify, defend and hold harmless CenturyTel and CenturyTel’s Indemnitee Group from any and all claims, demands, causes of action and liabilities by or to, and based on any reason whatsoever, **CLEC, **CLEC’s End User Customer(s), suppliers, agents, employees, or any other third parties. Nothing in this Agreement shall be deemed to create a third-party beneficiary relationship between CenturyTel and any of **CLEC’s End User Customers, suppliers, agents, employees, or any other third parties.

30.4.3 No Liability for Errors. No Liability for Errors. CenturyTel is not liable for mistakes in CenturyTel’s signaling networks (including but not limited to signaling links and Signaling Transfer Points (STPs) and call- related databases (including but not limited to the Line Information Database (LIDB), Toll Free Calling database, Local Number Portability database, Advanced Intelligent Network databases, Calling Name database (CNAM), 911/E911 databases, and OS/DA databases). **CLEC shall indemnify, defend and hold harmless CenturyTel and CenturyTel’s Indemnitee Group from any and all claims, demands, causes of action and liabilities whatsoever, including costs, expenses and reasonable attorneys’ fees incurred on account thereof, by or to **CLEC’s End User Customer(s), suppliers, agents, employees, or any other third parties based on any reason whatsoever. For purposes of this Section 30.4.3, mistakes shall not include matters arising exclusively out of the willful misconduct of CenturyTel or its employees or agents.

31.0 NETWORK MANAGEMENT

33.1 Cooperation. The Parties will work cooperatively in a commercially reasonable manner to install and maintain a reliable network. **CLEC and CenturyTel will exchange appropriate information (e.g., network information, maintenance

contact numbers, escalation procedures, and information required to comply with requirements of law enforcement and national security agencies) to achieve this desired reliability. In addition, the Parties will work cooperatively in a commercially reasonable manner to apply sound network management principles to alleviate or to prevent traffic congestion and to minimize fraud associated with third number billed calls, calling card calls, and other services related to this Agreement.

31.2 Responsibility for Following Standards. **CLEC recognizes its responsibility to follow the standards that may be agreed to between the Parties and to employ characteristics and methods of operation that will not interfere with or impair the service, network or facilities of CenturyTel or any third parties connected with or involved directly in the network or facilities of CenturyTel.

31.3 Interference or Impairment. The characteristics and methods of operation of any circuits, facilities or equipment of **CLEC connected to CenturyTel’s network shall not interfere with or impair service over any circuits, facilities or equipment of CenturyTel, its affiliated companies, or its connecting and concurring carriers involved in its services, cause damage to its plant, violate any applicable law or regulation regarding the invasion of privacy of any communications carried over CenturyTel’s facilities or create hazards to the employees of CenturyTel or to the public (with the foregoing hereinafter being collectively referred to as an “Impairment of Service”).

If **CLEC causes an Impairment in Service, CenturyTel shall promptly notify

**CLEC of the nature and location of the problem and that, unless promptly rectified, a temporary discontinuance of the use of any circuit, facility or equipment may be required. The Parties agree to work together to attempt to promptly resolve the Impairment of Service. If **CLEC is unable to promptly remedy the Impairment of Service, then CenturyTel may, at its option, temporarily discontinue the use of the affected circuit, facility or equipment until the Impairment of Service is remedied.

31.4 Outage Repair Standard. In the event of an outage or trouble in any service being provided by CenturyTel hereunder, **CLEC will follow CenturyTel’s standard procedures for isolating and clearing the outage or trouble.

32.0 NON-EXCLUSIVE REMEDIES

Except as otherwise expressly provided in this Agreement, each of the remedies provided under this Agreement is cumulative and is in addition to any other remedies that may be available under this Agreement or at law or in equity.

33.0 NOTICE OF NETWORK CHANGES

If a Party makes a change in the information necessary for the transmission and routing of services using that Party’s facilities or network, or any other change in its facilities or

network that will materially affect the interoperability of its facilities or network with the other Party’s facilities or network, the Party making the change shall publish notice of the change as required by 47 C.F.R. §§ 51.325 through 51. 335.

34.0 NOTICES

34.1 Except as otherwise expressly provided in this Agreement, any notice given by one Party to the other Party under this Agreement shall be in writing and shall be deemed to have been received as follows: (a) on the date of service if served personally; (b) on the date three (3) Business Days after mailing if delivered by First Class U.S. mail, postage prepaid; and (c) on the date stated on the receipt if delivered by certified U.S. mail, registered U.S. mail, overnight courier or express delivery service with next Business Day delivery. Any notice shall be delivered using one of the alternatives identified above and shall be directed to the applicable street or post office box address indicated in Section 34.2 below or such address as the Party to be notified has designated by giving notice in compliance with this Section. Although E-mail will not be used to provide notice, the Parties shall provide their E-mail addresses below to facilitate informal communications.

34.2 Notices conveyed pursuant to Section 34.1 above shall be delivered to the following addresses of the Parties:

To **CLEC:

Attention: [Notification Contact]

[Address 1]

[Address 2]

[Address 3]

City, State Zip

Telephone Number:

Facsimile Number:

Internet Address: (E-mail) with a copy to:

To CenturyTel:

Attention: [Notification Contact]

[Address 1]

[Address 2]

[Address 3]

City, State Zip

Telephone Number:

Facsimile Number:

Internet Address: (E-mail) with a copy to:

Attention: [Notification Contact]

[Address 1]

[Address 2]

[Address 3]

City, State Zip

Telephone Number:

Facsimile Number:

Internet Address: (E-mail)

or to such other address as either Party shall designate by proper notice.

35.0 ORDERING

35.1 Ordering and Electronic Interface. A web-based interface is currently being used for **CLEC to order non-access services. Unless otherwise provided in the Articles of this Agreement, **CLEC shall use CenturyTel’s web-based interface to submit orders and requests for maintenance and repair of services, and to engage in other pre-ordering, ordering, provisioning and dispute transactions. Unless otherwise provided in the Articles of this Agreement, manual, facsimile or email interfaces may only be used if first confirmed with and agreed upon by CenturyTel’s CLEC Service Group personnel. If CenturyTel has not yet developed and/or deployed an electronic capability for **CLEC to perform a pre- ordering, ordering, provisioning, maintenance or repair transaction for a service offered by CenturyTel, **CLEC shall use such other processes as CenturyTel has made available for performing such transaction(s). If CenturyTel later makes enhanced electronic interface ordering available to CLECs for non-access services, then the Parties agree that, to the extent practicable, the enhanced electronic interface will be used by **CLEC for ordering services and any manual, facsimile or email interface will be discontinued.

35.2 The Parties agree that orders for services under this Agreement will not be submitted or accepted until the latter of (a) the completion of all account set up activities including but not limited to the submission of the CLEC Profile required by Section 13, the submission of applicable forecasts, the completion of joint planning meetings, and the creation of billing codes for **CLEC; or (b) sixty (60) Calendar Days after the Effective Date of this Agreement; unless the Parties mutually agree upon a different date based on the specific circumstances of the Parties’ relationship.

35.3 Standard provisioning intervals will apply to a maximum number of fifty (50)

**CLEC orders (LSR, DSR, Porting) per day. **CLEC understands that orders exceeding 50 per day may be subject to project management and will be worked on a best effort basis.

36.0 POINTS OF CONTACT FOR **CLEC CUSTOMERS

36.1 **CLEC shall be the primary point of contact for **CLEC customers. **CLEC shall establish telephone numbers and mailing addresses at which **CLEC’s End User Customers may communicate with **CLEC and shall advise **CLEC End User Customers of these telephone numbers and mailing addresses.

36.2 Except as otherwise agreed to by CenturyTel, CenturyTel shall have no obligation, and may decline, to accept a communication from a **CLEC customer, including, but not limited to, a **CLEC customer request for repair or maintenance of a CenturyTel service provided to **CLEC.

37.0 PUBLICITY AND USE OF TRADEMARKS

37.1 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, or trade names of the other for any purpose whatsoever. A Party, its Affiliates, and their respective contractors and agents, shall not use the other Party’s trademarks, service marks, logos or other proprietary trade dress, in connection with the sale of products or services, or in any advertising, press releases, publicity matters or other promotional materials, unless the other Party has given its express written consent for such use, which consent the other Party may grant or withhold in its sole discretion.

37.2 Any news release, public announcement, advertising, or any form of publicity pertaining to this Agreement, provision of services, UNEs or facilities pursuant to it, or association of the Parties with respect to provision of the services described in this Agreement shall be subject to prior written approval of both CenturyTel and **CLEC.

37.3 Any violation of this Section 37 shall be considered a Default of this Agreement under Section 2.6.

38.0 REFERENCES

38.1 All references to Articles, Sections, Appendices and Tables and the like shall be deemed to be references to Articles, Sections, Appendices and Tables of this Agreement unless the context shall otherwise require.

38.2 Except as otherwise specified, references within an Article of this Agreement to a Section, Appendix or Table refer to a Section, Appendix or Table within or a part of that same Article.

38.3 Unless the context shall otherwise require, any reference in this Agreement to a statute, regulation, rule, Tariff, technical publication, guide (including CenturyTel or third-party guides, practices or handbooks), or publication of telecommunications industry administrative or technical standards is deemed to be a reference to the most recent version or edition (including any amendments,

supplements, addenda or successor) of that statute, regulation, rule, Tariff, technical publication, guide or publication of the telecommunications industry administrative or technical standards that is in effect.

39.0 RELATIONSHIP OF THE PARTIES

39.1 The relationship of the Parties under this Agreement shall be that of independent contractors and nothing herein shall be construed as creating any other relationship between the Parties.

39.2 Nothing contained in this Agreement shall make either Party the employee of the other, create a partnership, joint venture, or other similar relationship between the Parties, or grant to either Party a license, franchise, distributorship or similar interest.

39.3 Except for provisions herein expressly authorizing a Party to act for another Party, 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, in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party in writing, which permission may be granted or withheld by the other Party in its sole discretion.

39.4 Each Party shall have sole authority and responsibility to hire, fire, compensate, supervise, and otherwise control its employees, Agents and contractors. Each Party shall be solely responsible for payment of any Social Security or other taxes that it is required by Applicable Law to pay in conjunction with its employees, Agents and contractors, and for withholding and remitting to the applicable taxing authorities any taxes that it is required by Applicable Law to collect from its employees, including but not limited to Social Security, unemployment, workers’ compensation, disability insurance, and federal and state withholding.

39.5 Except as provided by Section 42, the persons provided by each Party to perform its obligations hereunder shall be solely that Party’s employees and shall be under the sole and exclusive direction and control of that Party. They shall not be considered employees of the other Party for any purpose.

39.6 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.

39.7 The relationship of the Parties under this Agreement is a non-exclusive relationship.

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

40.0 RESERVATION OF RIGHTS

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

41.0 STANDARD PRACTICES

41.1 The Parties acknowledge that CenturyTel shall be adopting some industry standard practices and/or establishing its own standard practices with regard to various requirements hereunder applicable for the **CLEC industry which may be added or incorporated by reference in the CenturyTel Service Guide. **CLEC agrees that CenturyTel may implement such practices to satisfy any CenturyTel obligations under this Agreement.

41.2 All changes to standard practices will be posted on the CenturyTel Website prior to implementation, with email notification of such postings. Email notifications directing **CLEC to CenturyTel’s Website will contain, at a minimum, the subject of the change posted to the Website and a Website link to the posting. Posting will include CenturyTel personnel who may be contacted by **CLEC to provide clarification of the scope of the change and timeline for implementation.

42.0 SUBCONTRACTORS

A Party may use a contractor of the Party (including, but not limited to, an Affiliate of the Party) to perform the Party’s obligations under this Agreement; provided, that a Party’s use of a contractor shall not release the Party from any duty or liability to fulfill the Party’s obligations under this Agreement.

43.0 SUCCESSORS AND ASSIGNS – BINDING EFFECT

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

44.0 SURVIVAL

The rights, liabilities and obligations of a Party for acts or omissions occurring prior to the expiration, cancellation or termination of this Agreement, the rights, liabilities and obligations of a Party under any provision of this Agreement regarding confidential information (including but not limited to, Section 14, limitation or exclusion of liability, indemnification or defense (including, but not limited to, Section 30), and the rights, liabilities and obligations of a Party under any provision of this Agreement which by its terms or nature is intended to continue beyond or to be performed after the expiration, cancellation or termination of this Agreement, shall survive the expiration, cancellation or termination of this Agreement.

45.0 TAXES

Any State or local excise, sales, or use taxes (defined in Section 45.1 but excluding any taxes levied on income) and fees/regulatory surcharges (defined in Section 45.2) resulting from the performance of this Agreement shall be borne by the Party upon which the obligation for payment is imposed under Applicable Law, even if the obligation to collect and remit same is placed upon the other Party. The collecting Party shall charge and collect from the obligated Party, and the obligated Party agrees to pay to the collecting Party, all applicable taxes, or fees/regulatory surcharges, except to the extent that the obligated Party notifies the collecting Party and provides to the collecting Party appropriate documentation as the collecting Party reasonably requires that qualifies the obligated Party for a full or partial exemption. Any such taxes shall be shown as separate items on applicable billing documents between the Parties. The obligated Party may contest the same in good faith, at its own expense, and shall be entitled to the benefit of any refund or recovery, provided that such Party shall not permit any lien to exist on any asset of the other Party by reason of the contest. The collecting Party shall cooperate in any such contest by the other Party. The other Party will indemnify the collecting Party from any sales or use taxes that may be subsequently levied on payments by the other Party to the collecting Party.

Notwithstanding anything to the contrary contained herein, **CLEC is responsible for furnishing tax exempt status information to CenturyTel at the time of the execution of the Agreement. **CLEC is also responsible for furnishing any updates or changes in its tax exempt status to CenturyTel during the Initial Term of this Agreement and any Follow-on Terms and/or extensions thereof. In addition, **CLEC is responsible for submitting and/or filing tax exempt status information to the appropriate regulatory, municipality, local governing, and/or legislative body. It is expressly understood and agreed that

**CLEC’s representations to CenturyTel concerning the status of **CLEC’s claimed tax exempt status, if any, and its impact on this Section 45 are subject to the indemnification provisions of Section 30, which, for purposes of this Section, serve to indemnify CenturyTel.

45.1 Tax. A tax is defined as a charge which is statutorily imposed by the federal, State or local jurisdiction and is either (a) imposed on the seller

with the seller having the right or responsibility to pass the charge(s) on to the purchaser and the seller is responsible for remitting the charge(s) to the federal, State or local jurisdiction or (b) imposed on the purchaser with the seller having an obligation to collect the charge(s) from the purchaser and remit the charge(s) to the federal, State or local jurisdiction.

Taxes shall include but not be limited to: federal excise tax, State/local sales and use tax, State/local utility user tax, State/local telecommunication excise tax, State/local gross receipts tax, and local school taxes. Taxes shall not include income, income-like, gross receipts on the revenue of a CenturyTel, or property taxes. Taxes shall not include payroll withholding taxes unless specifically required by statute or ordinance.

45.2 Fees/Regulatory Surcharges. A fee/regulatory surcharge is defined as a charge imposed by a regulatory authority, other agency, or resulting from a contractual obligation, in which the seller is responsible or required to collect the fee/surcharge from the purchaser and the seller is responsible for remitting the charge to the regulatory authority, other agency, or contracting party. Fees/regulatory surcharges shall include but not be limited to E-911/911, other N11, franchise fees, and Commission surcharges.

46.0 TBD PRICES

46.1 Certain provisions in this Agreement and its Appendices and/or Attachments may simply refer to pricing principles or identify a rate as “to be determined” or “TBD.” If a provision references a specific rate element in an Appendix or Attachment and there are no corresponding prices or rates in such Appendix or Attachment, such price shall be considered “To Be Determined” (TBD). With respect to all TBD prices, prior to **CLEC ordering any such TBD item, the Parties shall meet and confer to establish a price.

46.2 In the event the Parties are unable to agree upon a price for a TBD item, the tariffed rate for the most analogous tariffed product or service shall be used as the interim price. Either Party may then invoke the dispute resolution process set forth in Article III to resolve disputes regarding TBD pricing or the interim price, provided that such dispute resolution process is invoked no later than one (1) year after the applicable interim price is established. Any interim price will be subject to a true-up, not to exceed one (1) year, once a permanent price is established.

47.0 TECHNOLOGY UPGRADES

Notwithstanding any other provision of this Agreement, CenturyTel shall have the right to deploy, upgrade, migrate and maintain its network at its discretion. Nothing in this

Agreement shall limit CenturyTel’s ability to modify its network through the incorporation of new equipment or software or otherwise. **CLEC shall be solely responsible for the cost and activities associated with accommodating such changes in its own network.

48.0 TERRITORY

48.1 This Agreement applies to the territory in which CenturyTel operates as an Incumbent Local Exchange Carrier (“ILEC”) in the State of [STATE]. CenturyTel shall be obligated to provide services under this Agreement only within this territory.

48.2 Notwithstanding any other provision of this Agreement, CenturyTel may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 2.7 of this Article.

49.0 THIRD-PARTY BENEFICIARIES

Except as expressly set forth in this Agreement, this Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein shall create or be construed to provide any third-persons (including, but not limited to, customers or contractors of a Party) with any rights (including, but not limited to, any third-party beneficiary rights) hereunder. Except as expressly set forth in this Agreement, a Party shall have no liability under this Agreement to the customers of the other Party or to any other third person.

50.0 UNAUTHORIZED CHANGES

50.1 Procedures. The terms of Section 1 of Article IX apply to the resolution of any unauthorized changes regarding Number Portability. If **CLEC submits an order for resold services or Unbundled Network Elements under this Agreement in order to provide service to an End User Customer that at the time the order is submitted is obtaining its local services from CenturyTel or another LEC using CenturyTel resold services or Unbundled Network Elements, and the End User Customer notifies CenturyTel that the End User Customer did not authorize

**CLEC to provide local Telephone Exchange Services to the End User Customer, **CLEC must provide CenturyTel with written documentation of authorization from that End User Customer within thirty (30) calendar days of notification by CenturyTel. If **CLEC cannot provide written documentation of authorization within such time frame, **CLEC must, within three (3) Business Days thereafter:

(a) direct CenturyTel to change the End User Customer back to the LEC providing service to the End User Customer before the change to **CLEC was made;

(b) provide any End User Customer information and billing records **CLEC has obtained relating to the End User Customer to the LEC previously serving the End User Customer; and

50.2 CenturyTel will xxxx **CLEC fifty dollars ($50.00) per affected line in lieu of any additional charge in order to compensate CenturyTel for switching the End User Customer back to the original LEC.

51.0 USE OF SERVICE

Each Party shall make commercially reasonable efforts to ensure that its End User Customers comply with the provisions of this Agreement (including, but not limited to the provisions of applicable Tariffs) applicable to the use of services purchased by it under this Agreement.

52.0 WAIVER

A failure or delay of either Party to enforce any of the provisions of this Agreement, or any right or remedy available under this Agreement or at law or in equity, or to require performance of any of the provisions of this Agreement, or to exercise any option which is provided under this Agreement, shall in no way be construed to be a waiver of such provisions, rights, remedies or options, and the same shall continue in full force and effect.

53.0 WITHDRAWAL OF SERVICES

Notwithstanding anything contained in this Agreement, except as otherwise required by Applicable Law, CenturyTel may terminate its offering and/or provision of any particular service offering covered by this Agreement upon at least thirty (30) calendar days prior written notice to **CLEC.

ARTICLE IV: RESALE

1.0 TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE

1.1 This Article describes services that CenturyTel will make available to **CLEC for resale. All services or offerings of CenturyTel, which are to be offered for resale pursuant to the Act, are subject to the terms and conditions herein, the applicable general terms and conditions in Articles II & III, and Applicable Law. CenturyTel shall make available to **CLEC for resale any Telecommunications Services that CenturyTel currently offers, or may offer hereafter, on a retail basis to subscribers that are not Telecommunications Carriers, including such services as are made available by CenturyTel to its retail End User Customers via its applicable retail tariff (hereinafter, “resold services”).

1.2 Resold services are available where facilities currently exist and are capable of providing such services without construction of additional facilities or enhancement of existing facilities. However, if **CLEC requests that facilities be constructed or enhanced to provide resold services, CenturyTel will construct facilities to the extent necessary to satisfy its obligations to provide basic Telephone Exchange Service as set forth in CenturyTel’s retail Tariffs, catalogs, price lists, or other retail Telecommunications Services offerings and Commission rules. Under such circumstances, CenturyTel will develop and provide to

**CLEC a price quote for the construction. Construction charges associated with resold services will be applied in the same manner that construction charges apply to CenturyTel retail End User Customers. If the quote is accepted by **CLEC,

**CLEC will be billed the quoted price and construction will commence after receipt of payment.

1.3 Except as specifically provided otherwise in this Agreement, pre-ordering, ordering and provisioning of resold services shall be governed by the CenturyTel Service Guide.

1.4 CenturyTel and its suppliers shall retain all of their rights, title and interest in all facilities, equipment, software, information, and wiring, used to provide **CLEC with resold services under this Agreement.

1.5 CenturyTel shall have access at all reasonable times to **CLEC customer locations for the purpose of installing, inspecting, maintaining, repairing, and removing, facilities, equipment, software, and wiring, used to provide resold services under this Agreement. **CLEC shall, at **CLEC’s expense, obtain any rights and/or authorizations necessary for such access.

1.6 Except as otherwise agreed to in writing by CenturyTel, CenturyTel shall not be responsible for the installation, inspection, repair, maintenance, or removal, of

facilities, equipment, software, or wiring provided by **CLEC or **CLEC’s End User Customers for use with any resold services.

2.0 GENERAL TERMS AND CONDITIONS FOR RESALE

2.1 Primary Local Exchange Carrier Selection. Both Parties shall apply the principles set forth in FCC Rules, 47 C.F.R. §§ 64.1100, et seq., to process End User selection of primary local exchange carriers. Neither Party shall require a written Letter of Authorization (LOA) in order to process the required service orders to effectuate the migration, but instead shall follow the Blanket LOA procedures set forth in Article III, Section 31.

2.2 Customer-Initiated Change in Provider. The Parties shall comply with all applicable Commission rules regarding switching End User Customers from one telecommunications provider to another, including those rules governing initiating a challenge to a change in an End User Customer’s local service provider.

2.2.1 When an End User Customer changes or withdraws authorization, each Party shall release customer-specific facilities in accordance with the End User Customer’s direction or the direction of the End User Customer’s authorized agent.

2.3 End User Customers with An Unpaid Balance. If an End User Customer has an unpaid balance with CenturyTel, CenturyTel will not process a **CLEC service order for the End User Customer until the balance is paid, unless otherwise required by Applicable Law..

2.4 **CLEC as Customer of Record. **CLEC will be the customer of record for all services purchased from CenturyTel. Except as specified herein, CenturyTel will take orders from, xxxx and expect payment from **CLEC for all services ordered.

2.5 Billing. CenturyTel shall not be responsible for the manner in which **CLEC bills its End User Customers. All applicable rates and charges for services provided to **CLEC or to **CLEC’s End User Customers under this Article will be billed directly to **CLEC and shall be the responsibility of **CLEC regardless of **CLEC’s ability to collect; including but not limited to toll and third-party charges unless **CLEC has taken appropriate actions to restrict **CLEC’s End User Customers’ ability to incur such charges.

2.6 Local Calling Detail. Except for those services and in those areas where measured rate local service is available to End User Customers, monthly billing to

**CLEC does not include local calling detail.

2.7 Originating Line Number Screening (OLNS). Upon request and when CenturyTel is technically able to provide and xxxx the service, CenturyTel will update the database to provide OLNS, which indicates to an operator the

acceptable billing methods for calls originating from the calling number (e.g., penal institutions, COCOTS).

2.8 Timing of Messages. With respect to CenturyTel resold measured rate local service(s), where applicable, chargeable time begins when a connection is established between the calling station and the called station. Chargeable time ends when the calling station “hangs up,” thereby releasing the network connection. If the called station “hangs up” but the calling station does not, chargeable time ends when the network connection is released by automatic timing equipment in the network.

3.0 PRICING

3.1 Calculation of the Resale Discount and the Resulting Resale Rate. The prices charged to **CLEC for local services shall be calculated as follows:

3.1.1 A discount as shown in Appendix: Resale Pricing (“Resale Appendix”) of this Article shall apply to the monthly retail rate of all Telecommunications Services made available for resale in this Article, except those services excluded from resale or from receiving the resale discount as set forth in this Article or Applicable Law. The terms “wholesale discount” and “resale discount,” as used in this Article, are interchangeable.

3.1.2 The discount dollar amount calculated under Section 3.1.1 above will be deducted from the monthly retail rate of the Telecommunications Service.

3.1.3 The resulting rate is the monthly resale rate of the Telecommunications Service.

3.2 Promotions. CenturyTel shall make available for resale those promotional offerings that are greater than ninety (90) days in duration, and any special promotional rate will be subject to the applicable resale discount. CenturyTel shall make available for resale those promotional offerings that are less than ninety (90) days in duration; however, any special promotional rate will not be subject to the applicable resale discount. In all cases, in order to obtain a promotional offering, **CLEC must qualify for the promotional offering under the stated terms of the offering and must request the offering at the time of order placement.

3.3 Resale of “As Is” Services. When a CenturyTel End User changes service providers to **CLEC resold service of the same type without any additions or changes, the only applicable non-recurring charge shall be the Service Order Charge.

3.4 Resale with Changes in Services. If a **CLEC End User Customer adds features or services when the End User Customer changes its resold local service from CenturyTel or another CLEC to **CLEC, CenturyTel will charge CLEC the normal service order charges and/or non-recurring charges associated with said additions.

3.5 Nonrecurring Charges. The resale discount, as shown in the Resale Appendix of this Article, does not apply to non-recurring charges (NRCs), whether such NRCs are contained in this Agreement or in CenturyTel’s applicable retail tariffs.

4.0 LIMITATIONS AND RESTRICTIONS ON RESALE

4.1 To the extent consistent with Applicable Law, **CLEC may resell local services to provide Telecommunications Services to its End User Customers. In addition to the limitations and restrictions set forth in this Section 4, CenturyTel may impose other reasonable and non-discriminatory conditions or limitations on the resale of its Telecommunications Services to the extent permitted by Applicable Law.

4.2 Cross-Class Selling. **CLEC shall not resell to one class of customers a service that is offered by CenturyTel only to a particular class of customers to classes of customers that are not eligible to subscribe to such services from CenturyTel (e.g., R-1 to B-1, disabled services or lifeline services to non-qualifying customers).

4.3. Telephone Assistance Programs. **CLEC shall not resell lifeline services, services for the disabled or other telephone assistance programs. Where **CLEC desires to provide lifeline services, services for the disabled or similar telephone assistance programs to its customer, CenturyTel will resell the customer’s line as a residential line (with applicable wholesale discount) and **CLEC shall be responsible for re-certifying the line pursuant to Applicable Law and for participating in the lifeline, disabled services or telephone assistance discount pool without the assistance of CenturyTel. In no event shall CenturyTel be responsible for recovering or assisting in the recovery of lifeline, disabled services or telephone assistance program discounts on behalf of **CLEC. **CLEC is exclusively responsible for all aspects of any similar **CLEC-offered program, including ensuring that any similar **CLEC-offered program(s) complies with all applicable federal and State requirements, obtaining all necessary End User certifications and re-certifications, submitting written designation that any of

**CLEC’s End User Customers or applicants are eligible to participate in such programs, submitting **CLEC’s claims for reimbursement to any applicable governmental authority and any other activities required by any applicable governmental authority.

4.4 Promotional Offerings Lasting Less Than 90 Days. The resale discount does not apply to CenturyTel’s promotional offerings where (i) such promotions involve rates that will be in effect for no more than ninety (90) days, and (ii) CenturyTel

does not make such promotions available as sequential ninety (90)-day promotions. However, **CLEC may resell CenturyTel promotional offerings that last less than ninety (90) days subject to the terms of Section 3.2 above.

4.5 Advanced Telecommunications Services Sold to ISPs. Advanced telecommunications services (“Advanced Services”) sold to Internet Service Providers (ISPs) as an input component to the ISPs’ retail Internet service offering shall not be available for resale by **CLEC under the terms of this Agreement.

4.6 Customer-Specific Pricing Agreements. **CLEC may purchase CenturyTel customer-specific service offerings for resale to any customer who would have been eligible to take such offering directly from CenturyTel. However, the resale discount does not apply to such offerings. Where **CLEC and CenturyTel are competing at retail for the same customer, CenturyTel will calculate the retail price without unreasonable delay.

4.7 OS/DA. The resale discount shall not apply to Operator Services (OS) or Directory Assistance (DA) services provided to **CLEC’s End Users by CenturyTel’s OS and DA vendors.

4.8 Special Access Services. **CLEC may purchase for resale special access services; however, no resale discount applies.

4.9 COCOT Coin or Coinless Lines. **CLEC may purchase for resale COCOT coin or coinless line services; however, no resale discount applies.

4.10 Grandfathered Services. Services identified in CenturyTel tariffs as grandfathered in any manner are available for resale only to End User Customers that already have such grandfathered service. An existing End User Customer may not move a grandfathered service to a new service location. If an End User’s grandfathered service is terminated for any reason, such grandfathered service may not be reinstalled. Grandfathered services are subject to a resale discount, as provided in Section 3.1.

4.11 Universal Emergency Number Service. Universal Emergency Number Service is not available for resale. Universal Emergency Number Service (E911/911 service) is provided with each local Telephone Exchange Service line resold by

**CLEC whenever E911/911 service would be provided on the same line if provided by CenturyTel to a CenturyTel retail End User Customer.

4.12 Services provided for **CLEC’s Own Use. Telecommunications Services provided directly to **CLEC for its own use or for the use of its subsidiaries and affiliates and not resold to **CLEC’s End User Customers must be identified by

**CLEC as such, and **CLEC will pay CenturyTel’s retail prices for such services.

4.13 **CLEC shall not use resold local Telecommunications Services to provide access or interconnection services to itself, its subsidiaries and affiliates, Interexchange Carriers (IXCs), wireless carriers, competitive access providers (CAPs), or any other telecommunications providers; provided, however, that

**CLEC may permit its subscribers to use resold local exchange telephone service to access IXCs, wireless carriers, CAPs, or other retail telecommunications providers.

4.14 **CLEC may resell services that are provided at a volume and/or term discount in accordance with the terms and conditions of the applicable Tariff. **CLEC shall not permit the sharing of a service by multiple End User Customer(s) or the aggregation of traffic from multiple End User Customers’ lines or locations onto a single service for any purpose, including but not limited to the purpose of qualifying for a volume and/or term discount. Likewise, **CLEC shall not aggregate the resold services to individual End Users at multiple addresses to achieve any volume discount where such may be available pursuant to tariff or special promotion. Any volume and/or term discount shall be applied first to the retail price, and the resale discount shall be applied thereafter.

5.0 CHANGES IN RETAIL SERVICE

CenturyTel will notify **CLEC, at the time a tariff is filed with the Commission, of any changes in the prices, terms and conditions under which CenturyTel offers Telecommunications Services at retail to subscribers who are not Telecommunications Carriers by posting such changes on CenturyTel’s Website. Such changes may include, but not be limited to, the introduction of any new features, functions, services, promotions in excess of 90 days in duration, or the discontinuance or grandfathering of current features and services. Where **CLEC has signed up for or subscribed to CenturyTel’s email notification service, CenturyTel also shall provide notice to **CLEC of such tariff changes by posting the same to CenturyTel’s Website, with email notification of such postings.

6.0 REQUIREMENTS FOR CERTAIN SPECIFIC SERVICES

6.1 E911/911 Services. CenturyTel shall provide to **CLEC, for **CLEC End User Customers, E911/911 call routing to the appropriate Public Safety Answering Point (“PSAP”). CenturyTel shall use its standard service order process to update and maintain the **CLEC customer service information in the Automatic Location Identification/Database Management System (ALI/DMS) used to support 911 services on the same schedule that it uses for its own retail End User Customers. CenturyTel shall provide **CLEC End User Customer information to the PSAP. **CLEC shall update its End User’s 911 information through the LSR process. CenturyTel assumes no liability for the accuracy of information provided by **CLEC, and CenturyTel shall not be responsible for any failure of

**CLEC to provide accurate End User Customer information for listings in any

databases in which CenturyTel is required to retain and/or maintain such information.

6.1.1 **CLEC shall be responsible for collecting from its End User Customers and remitting all applicable 911 fees and surcharges, on a per line basis, to he appropriate Public Safety Answering Point (PSAP) or other governmental authority responsible for collection of such fees and surcharges subject to applicable law.

6.2 Suspension of Service. **CLEC may offer to resell End User Customer-Initiated Suspension and Restoral Service to its End User Customers if and to the extent offered by CenturyTel to its retail End Users.

6.2.1 **CLEC may also provide CenturyTel-Initiated Suspension service for its own purposes, where available. CenturyTel shall make these services available at the retail rate less the resale discount on the monthly recurring charge only. No discount shall apply to non-recurring charges. **CLEC shall be responsible for placing valid orders for the suspension and the subsequent disconnection or restoral of service to each of its End Users.

6.2.2. Should **CLEC suspend service for one of its End User Customers and fail to submit a subsequent disconnection order within the maximum number of calendar days permitted for a company-initiated suspension pursuant to the State-specific retail tariff, **CLEC shall be charged and shall be responsible for all appropriate monthly services charges for the End User’s service from the suspension date through the disconnection date pursuant to the State-specific retail tariff subject to the Commission- approved wholesale discount.

6.2.3 Should **CLEC restore its End User, restoral charges will apply, and

**CLEC will be billed for the appropriate service from the time of suspension.

6.3 End User Retention of Telephone Number. When End User Customers switch from CenturyTel to **CLEC, or to **CLEC from any other reseller, and if they do not change their physical service address to an address served by a different Rate Center, such End User Customers shall be permitted to retain their current telephone numbers if they so desire and if such number retention is not prohibited by Applicable Law or regulations for number administration and Number Portability (NP). Telephone numbers may not be retained if the physical service address is changed concurrent with the switch to a new provider nor may telephone numbers be retained after a switch to a new provider if the physical service address of the End User subsequently changes to one served by a different Rate Center.

7.0 PRE-ORDERING AND ORDERING

7.1 CenturyTel will provide pre-ordering and ordering services for resale services to

**CLEC consistent with the CenturyTel Service Guide.

7.2 LSR Process. Where no other electronic OSS interface is being utilized, LSRs shall be electronically sent by **CLEC to CenturyTel via CenturyTel’s Website (the “LSR process”). CenturyTel will enter the LSRs daily into its ordering system during normal working hours as specified in the CenturyTel Service Guide.

7.2.1 Multiple Working Telephone Numbers (WTN) may be included in one order provided the numbers are for the same customer at a specific location.

7.2.2 Upon work completion, CenturyTel will provide **CLEC a Service Order Completion (SOC) notice via e-mail to **CLEC’s designated email address.

7.2.3 As soon as identified, CenturyTel will provide **CLEC any reject error notifications e-mail to **CLEC’s designated email address.

7.2.4 CenturyTel will provide **CLEC with a Jeopardy Notice when CenturyTel’s Committed Due Date is in jeopardy of not being met by CenturyTel on any resale service via e-mail to **CLEC’s designated email address. On that Jeopardy Notice, CenturyTel shall provide the revised Committed Due Date.

7.3 Telephone Number Assignments. Where **CLEC resells service to a new (not currently existing) end user, CenturyTel shall allow **CLEC to place service orders and receive phone number assignments.

7.4 Maintenance. CenturyTel will provide repair and maintenance services to

**CLEC and its End User Customers for resold services in accordance with the terms set forth in Article VIII (Maintenance) of this Agreement, which are the same standards and charges used for such services provided to CenturyTel End User Customers. CenturyTel will not initiate a maintenance call or take action in response to a trouble report from a **CLEC End User Customer until such time as trouble is reported to CenturyTel by **CLEC. **CLEC must provide to CenturyTel all End User Customer information necessary for the installation, repair and servicing of any facilities used for resold services according to the procedures described in the CenturyTel Guide.

7.5 Line Loss Notification. CenturyTel will provide **CLEC with an electronic line loss notification when a **CLEC resale customer changes its local carrier.

7.6 **CLEC as Single Point of Contact. CenturyTel will recognize **CLEC as the single and sole point of contact for all **CLEC End User Customers. **CLEC

will provide CenturyTel with the names of authorized individuals that can remit or inquire about its LSRs.

7.7 Misdirected Calls. CenturyTel shall refer all questions received directly from

**CLEC End Users back to **CLEC for handling.

7.8 Communications with Other Party’s Customers or Prospective Customers. The Parties will ensure that all representatives who receive inquiries regarding the other Party’s services shall not in any way disparage or discriminate against the other Party or that other Party’s products and services. The Parties shall not solicit each others’ End User Customers during such inquiries.

7.10 Ordering and Provisioning Hours. CenturyTel will provide ordering and provisioning coordination for resale services Monday through Friday, during the business hours specified in the Service Guide, through its Resale Service Center.

**CLEC may request expedited provisioning or provisioning outside of the normal work day. However, **CLEC agrees to pay any additional costs and/or non-recurring charges associated with expediting any resale service request as set forth in the attached Resale Appendix.

7.11 As-Is Transfers. CenturyTel will accept orders for As-Is Transfer (AIT) of services from CenturyTel to **CLEC where CenturyTel is the End User Customer’s current local exchange carrier.

7.12 Transfers Between **CLEC and another Reseller of CenturyTel Services. When

**CLEC has obtained an End User Customer from another reseller of CenturyTel services, **CLEC will inform CenturyTel of the transfer by submitting standard LSR forms to CenturyTel via the LSR process.

8.0 OTHER OPERATIONAL MATTERS

8.1 CenturyTel will provide provisioning intervals and procedures for design and complex services on a nondiscriminatory basis.

8.2 Where technically feasible, CenturyTel’s ordering center will coordinate support for all designed and/or complex resale services provided to **CLEC.

8.3 CenturyTel will provide the functionality of blocking calls (e.g., 900, 976, international calls, and third-party or collect calls) by line or trunk on an individual switching element basis, to the extent that CenturyTel provides such blocking capabilities to its End User Customers and to other CLECs, but only to the extent required by Applicable Law.

8.4 When ordering a resale service via a service order, **CLEC may order separate interLATA and intraLATA service providers (i.e., two PICs) on a line or trunk basis, and **CLEC agrees to pay the applicable charges associated with such

order. CenturyTel will accept PIC change orders for intraLATA toll and long distance services through the service provisioning process.

8.5 CenturyTel’s retail sales and marketing personnel will not have access to information regarding **CLEC’s requests for resold services or other competitively sensitive information.

9.0 ORDER DUE DATE

9.1 Order Due Date. When **CLEC submits an LSR, **CLEC will specify a desired Due Date (DDD) and CenturyTel will specify a due date (DD) based on the available dates within the applicable interval. Standard due date intervals shall be as set forth in the CenturyTel Service Guide.

9.2 Requests to Expedite. If expedited service is requested, **CLEC will populate the “Expedite” and “Expedite Reason” fields on the LSR. CenturyTel will use commercially reasonable efforts to accommodate the request, however, CenturyTel reserves the right to refuse an expedite request if resources are not available. If an expedite request is granted, applicable expedite service order charges, as set forth in the Resale Appendix, will apply.

9.3 Escalation Procedures and Dispute Resolution. **CLEC will follow the documented escalation process for resolving questions and disputes relating to ordering and provisioning procedures or to the processing of individual orders, subject ultimately to the dispute resolution provisions set forth in Article III of this Agreement. The CenturyTel Service Guide documents the escalation process.

10.0 REPAIR AND MAINTENANCE REQUIREMENTS

CenturyTel will provide repair and maintenance services for all resale services in accordance with the terms and conditions of this Article and Article VIII (Maintenance).

11.0 DESIGNED AND/OR COMPLEX NEW CIRCUIT TESTING

11.1 CenturyTel will perform testing (including trouble shooting to isolate any problems) of resale services purchased by **CLEC in order to identify any new circuit failure performance problems. Each Party will utilize CenturyTel’s routine maintenance procedures for isolating and reporting troubles.

11.2 Where available, CenturyTel will perform pre-testing in support of complex resale services ordered by **CLEC.

12.0 ACCESS CHARGES

CenturyTel retains all revenue due from other carriers for access to CenturyTel’s facilities, including both switched and special access charges. CenturyTel retains all

switched access revenues when providing switched access services for **CLEC’s retail End User Customers served via resale. When **CLEC resells special access to its end user customers, CenturyTel is not entitled to any special access revenues from **CLEC’s End User Customers.

13.0 RESALE OF **CLEC’S TELECOMMUNICATIONS SERVICES

While this Article addresses the provision of certain CenturyTel services to **CLEC for resale by **CLEC, the Parties also acknowledge that **CLEC is required pursuant to 47

U.S.C. § 251(b) to provide its Telecommunications Services to CenturyTel for resale by CenturyTel. Upon request by CenturyTel, **CLEC and CenturyTel shall negotiate an amendment to provide for resale of **CLEC’s Telecommunications Services under terms and conditions that are no less favorable than those offered by CenturyTel to **CLEC under this Agreement.

ARTICLE V: INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC

1.0 SERVICES COVERED BY THIS ARTICLE

1.1 To the extent required by Applicable Law and subject to the terms and conditions of this Agreement, **CLEC will interconnect its network with CenturyTel’s network for the transmission and routing of Telephone Exchange Service and Exchange Access. Upon **CLEC’s request, CenturyTel will provide Interconnection at any technically feasible point within CenturyTel’s network in conformity with this Article V and Applicable Law.

1.1.1 This Article governs the provision of internetwork facilities (i.e., physical connection services and facilities), by CenturyTel to **CLEC or by

**CLEC to CenturyTel and the transport and termination and billing of Local Traffic between CenturyTel and **CLEC.

2.0 NETWORK INTERCONNECTION METHODS

2.1 Introduction

2.1.1 This Section 2 of Article V sets forth the terms and conditions that Network Interconnection Methods (NIMs) are provided between CenturyTel and **CLEC. Network Interconnection Methods designates facilities established between the Parties’ Networks. Additionally, this Part II describes the physical architecture for Interconnection of the Parties’ facilities and equipment for the transmission and routing of Local Traffic and Exchange Access traffic between the respective End Users of the Parties; provided, however, Interconnection may not be used solely for the purpose of originating a Party’s own interexchange traffic.

2.1.2 Network Interconnection Methods (NIMs) include, but are not limited to, Leased Facilities Interconnection and Fiber Meet Interconnection, as defined in Section 2.3 of this Article, and other methods as mutually agreed to by the Parties.

2.1.2.1 Trunking requirements associated with Interconnection are contained in Section 3 of this Article.

2.1.3 CenturyTel shall provide Interconnection for **CLEC’s facilities and equipment for the transmission and routing of Telephone Exchange

Service and Exchange Access, at a level of quality equal to that which CenturyTel provides itself, a subsidiary, an affiliate, or any other party to which CenturyTel provides Interconnection and on rates, terms and conditions that are just, reasonable and non-discriminatory.

2.2 Physical Architecture

2.2.1 CenturyTel's network includes but is not limited to End Office switches that serve IntraLATA, InterLATA, Local, and EAS traffic. CenturyTel's network architecture in any given local exchange area and/or LATA can vary markedly from another local exchange area/LATA. Using one or more of the NIMs herein, the Parties will agree to a physical architecture plan for a specific Exchange Area. The physical architecture plan will be completed within sixty (60) days from **CLEC's written request for interconnection contingent upon the Parties’ mutual agreement on the architecture. **CLEC and CenturyTel agree to Interconnect their networks through existing and/or new Interconnection facilities between **CLEC switch(es) and CenturyTel's End Office(s) and/or tandems. The physical architecture plan will be in accordance with Forecasting and Planning requirements in Section 3.5 of this Article and, at a minimum, include the location of **CLEC’s switch(es) and CenturyTel End Office switch(es) to be interconnected, the facilities that will connect the two networks, the timelines for completion of all major tasks, and which Party will provide (be financially responsible for) the Interconnection facilities.

2.2.2 Points of Interconnection (POIs): A Point of Interconnection (POI) is a point in the network where the Parties deliver Local Traffic to each other, and also serves as a demarcation point between the facilities that each Party is responsible to provide. Requirements for a Local POI are set forth in Section 3.3.2 of this Article. In some cases, multiple POI(s) may be necessary to provide the best technical implementation of Interconnection requirements to each End Office within a CenturyTel company’s service area.

2.2.3 The Parties agree to meet as often as necessary to negotiate the selection of new POIs. Criteria to be used in determining POIs include existing facility capacity, location of existing POIs, traffic volumes, relative costs, future capacity needs, etc. Agreement to the location of POIs will be based on the network architecture existing at the time the POI(s) is/are negotiated. In the event either Party makes subsequent changes to its network architecture, including but not limited to trunking changes or adding new switches, then the Parties will negotiate new POIs if required.

2.2.4 Each Party is responsible for the facilities to its side of the POI(s) and may utilize any method of Interconnection described in this Section 2. Each

Party is responsible for the appropriate sizing, operation, maintenance and cost of the transport facility to the POI(s).

2.2.5 Either Party, must provide thirty (30) days written notice of any changes to the physical architecture plan.

2.2.6 Each Party is solely responsible for the facilities that carry OS/DA, 911 or mass calling for their respective End Users.

2.2.7 Technical Interfaces

2.2.7.1 Electrical handoffs at the POI(s) will be DS1 or DS3 as mutually agreed to by the parties. When a DS3 handoff is agreed to by the Parties, each Party will provide all required multiplexing at their respective end.

2.2.7.2 Where available and upon the request of the other Party, each Party shall cooperate to ensure that its trunk groups are configured utilizing the B8ZS Extended Superframe protocol for 64 kbps Clear Channel Capability (64CCC) transmission to allow for ISDN interoperability between the Parties’ respective networks. Trunk groups configured for 64CCC and carrying Circuit Switched Data (CSD) ISDN calls shall carry the appropriate Trunk Type Modifier in the CLCI-Message code. Trunk groups configured for 64CCC and not used to carry CSD ISDN calls shall carry a different appropriate Trunk Type Modifier in the CLCI-Message code.

2.3 Methods of Interconnection

2.3.1 Leased Facility Interconnection (“LFI”)

2.3.1.1 Where facilities exist, either Party may lease facilities from the other Party pursuant to applicable tariff, may lease facilities from a third party or may construct or otherwise self-provision facilities.

2.3.1.2 To the extent required by Applicable Law, traffic may be delivered to each Point of Interconnection through Collocation arrangements offered by CenturyTel pursuant to this Agreement or the rates, terms and conditions set forth in CenturyTel’s applicable Tariff, where such Tariff is available. As set forth in Article IX (Additional Services), if no applicable Tariff is available, CenturyTel shall provide Collocation to **CLEC pursuant to a separately provided Collocation agreement.

2.3.2 Fiber Meet Interconnection

2.3.2.1 Fiber Meet Interconnection between CenturyTel and **CLEC can occur at any mutually agreeable, economically and technically feasible point(s) between a CenturyTel End Office and **CLEC's premises within the local calling area. **CLEC shall request a Fiber Meet Point of Interconnection by submitting a BFR for the same pursuant to Article III, Section 10.

2.3.2.2 Where the Parties interconnect their networks pursuant to a Fiber Meet, the Parties shall jointly engineer and operate this Interconnection as a Synchronous Optical NETwork (SONET) ring or single point-to-point linear SONET system. Administrative control of the SONET system shall be mutually agreed upon by the Parties. Only Interconnection trunks or trunks used to provide ancillary services as described in Section 3 of this Article shall be provisioned over this facility.

2.3.2.3 Neither Party will be given the IP address or allowed to access the Data Communications Channel (DCC) of the other Party’s Fiber Optic Terminal (FOT). The Fiber Meet will be designed so that each Party may, as far as is technically feasible, independently select the transmission, multiplexing, and fiber terminating equipment to be used on its side of the POI(s). The Parties will work cooperatively to achieve equipment and vendor compatibility of the FOT equipment. Requirements for such Interconnection specifications will be defined in joint engineering planning sessions between the Parties. The Parties may share the investment of the fiber as mutually agreed. The Parties will use good faith efforts to develop and agree on these facility arrangements within ninety (90) days of the determination by the Parties that such specifications shall be implemented, and in any case, prior to the establishment of any Fiber Meet arrangements between them.

2.3.2.4 Fiber Meet design options include, but are not limited to, the following:

2.3.2.4.1 Design One: **CLEC’s fiber cable (four, or some integral multiple thereof, fibers) and CenturyTel's fiber cable (four, or some integral multiple thereof, fibers) are connected at an economically and technically feasible point between the **CLEC and CenturyTel locations. This Interconnection point would be at a mutually agreeable location.

2.3.2.4.2 Design Two: **CLEC will provide fiber cable to the last entrance (or CenturyTel designated) manhole at the CenturyTel End Office switch. CenturyTel shall make all necessary preparations to receive and to allow and enable

**CLEC to deliver fiber optic facilities into that manhole.

**CLEC will provide a sufficient length of Optical Fire Resistant (OFR) cable for CenturyTel to pull the fiber cable through the CenturyTel cable vault and terminate on the CenturyTel fiber distribution frame (FDF) in CenturyTel's office. **CLEC shall deliver and maintain such strands wholly at its own expense up to the POI. CenturyTel shall take the fiber from the manhole and terminate it inside CenturyTel's office on the FDF at **CLEC’s expense. In this case the POI shall be at the CenturyTel FDF.

2.3.2.4.4 Design Three: Both **CLEC and CenturyTel each provide two fibers between their locations. This design may only be considered where existing fibers are available and there is a mutual benefit to both Parties. CenturyTel will provide the fibers associated with the “working” side of the system. **CLEC will provide the fibers associated with the “protection” side of the system. The Parties will work cooperatively to terminate each other’s fiber in order to provision this joint SONET ring or point-to-point linear system. Both Parties will work cooperatively to determine the appropriate technical handoff for purposes of demarcation and fault isolation. The POI will be defined as being at the CenturyTel location.

2.3.2.5 The **CLEC location includes FOTs, multiplexing and fiber required to terminate the optical signal provided from CenturyTel. This location is **CLEC’s responsibility to provision and maintain.

2.3.2.6 The CenturyTel location includes all CenturyTel FOTs, multiplexing and fiber required to terminate the optical signal provided from **CLEC. This location is CenturyTel's responsibility to provision and maintain.

2.3.2.7 Pursuant to the mutually agreed upon implementation terms of

**CLEC’s Fiber Meet BFR, CenturyTel and **CLEC shall procure, install, and maintain the agreed-upon FOT equipment in each of their locations where the Parties established a Fiber Meet. Capacity shall be sufficient to provision and maintain all trunk

groups prescribed by Section 3 of this Article for the purposes of Interconnection.

2.3.2.8 Each Party shall provide its own, unique source for the synchronized timing of its FOT equipment. At a minimum, each timing source must be Stratum-3 traceable and cannot be provided over DS0/DS1 facilities, via Line Timing; or via a Derived DS1 off of FOT equipment. Both Parties agree to establish separate and distinct timing sources that are not derived from the other, and meet the criteria identified above.

2.3.2.9 **CLEC and CenturyTel will mutually agree on the capacity of the FOT(s) to be utilized based on equivalent DS1s or DS3s. Each Party will also agree upon the optical frequency and wavelength necessary to implement the Interconnection. The Parties will develop and agree upon methods for the capacity planning and management for these facilities, terms and conditions for over provisioning facilities, and the necessary processes to implement facilities as indicated below. These methods will meet quality standards as mutually agreed to by **CLEC and CenturyTel.

2.4 Responsibilities of the Parties

2.4.1 **CLEC and CenturyTel shall work cooperatively to install and maintain a reliable network. **CLEC and CenturyTel shall exchange appropriate information (e.g., maintenance contact numbers, network information, information required to comply with law enforcement and other security agencies of the federal and state government and such other information as the Parties shall mutually agree) to achieve this desired reliability.

2.4.2 **CLEC and CenturyTel will review engineering requirements as required and establish semi-annual forecasts for facilities utilization provided under this Article.

2.4.3 **CLEC and CenturyTel shall:

2.4.3.1 Provide trained personnel with adequate and compatible test equipment to work with each other's technicians.

2.4.3.2 Notify each other when there is any change affecting the service requested, including the due date.

2.4.3.3 Recognize that a facility handoff point must be agreed to that establishes the demarcation for maintenance and provisioning responsibilities for each party on their side of the POI.

2.5. Joint Facility Growth Planning

2.5.1 The initial facilities deployed for each Interconnection shall be agreed to by the Parties. The following lists the criteria and processes needed to satisfy additional capacity requirements beyond the initial system.

2.5.2 Criteria:

2.5.2.1 Investment is to be minimized.

2.5.2.2 Facilities will be planned for in accordance with the trunk forecasts exchanged between the Parties as described in Article III, Section 11 and Article V, Section 3.5 and are to be deployed in accordance with the Processes described below.

2.5.3 Processes:

2.5.3.1 In addition to the joint trunk group forecasting established in Article III, Section 11, discussions to provide relief to existing facilities can be initiated by either party. Actual system augmentations will be initiated upon mutual agreement.

2.5.3.2 Both Parties will perform a joint validation to ensure current Interconnection facilities and associated trunks have not been over- provisioned. If any facilities and/or associated trunks are over- provisioned, they will be turned down where appropriate. Trunk design blocking criteria described in Section 3.6 of this Article will be used in determining trunk group sizing requirements and forecasts.

2.5.3.3 If, based on the forecasted equivalent DS-1 growth, the existing facilities are not projected to exhaust within one year, the Parties will suspend further relief planning on this Interconnection until a date one (1) year prior to the projected exhaust date. If growth patterns change during the suspension period, either Party may re- initiate the joint planning process.

2.5.3.4 Both Parties will negotiate a project service date and corresponding work schedule to construct relief facilities prior to facilities exhaust.

2.5.3.5 The joint planning process/negotiations should be completed within two months of the initiation of such discussion.

3.0 INTERCONNECTION TRUNKING REQUIREMENTS

3.1 Introduction

3.1.1 This Section 3 of Article V sets forth terms and conditions for Interconnection provided by CenturyTel and **CLEC.

3.1.2 This Section 3 of Article V provides descriptions of the trunking requirements between **CLEC and CenturyTel. All references to incoming and outgoing trunk groups are from the perspective of **CLEC. The paragraphs below describe the required and optional trunk groups for local and mass calling.

3.1.3 Local trunk groups may only be used to transport traffic between the Parties’ End Users pursuant to the terms of this Article.

3.2 One Way and Two Way Trunk Groups

3.2.1 One-way trunk groups for ancillary services (e.g. mass calling) can be established between the Parties. Ancillary trunk groups will utilize Signaling System 7 (SS7) or multi-frequency (MF) signaling protocol, with SS7 signaling preferred whenever possible. The originating Party will have administrative control of one-way trunk groups.

3.2.2 The Parties agree that two-way trunk groups for local, IntraLATA and InterLATA traffic shall be established between a **CLEC switch and a CenturyTel End Office switch pursuant to the terms of this Article. Trunks will utilize Signaling System 7 (SS7) or multi-frequency (MF) signaling protocol, with SS7 signaling being used whenever possible. Two-way trunking for Local Traffic will be jointly provisioned and maintained, with each Party being responsible for costs on its side of the POI. The costs associated with transporting Information Access Traffic and/or ISP-Bound Traffic to **CLEC shall be the sole responsibility of **CLEC. For administrative consistency **CLEC will have control for the purpose of issuing Access Service Requests (ASRs) on two-way groups. Either Party will also use ASRs to request changes in trunking. Both Parties reserve the right to issue ASRs, if so required, in the normal course of business.

3.2.3 Notwithstanding 3.2 above, the Parties recognize that certain technical and billing issues may necessitate the use of one-way trunking for an interim period. If either Party wants to provision its own one-way trunks, this must be agreed to by both Parties. The Parties will negotiate the appropriate

trunk configuration, whether one-way or two-way giving consideration to relevant factors, including but not limited to, existing network configuration, administrative ease, any billing system and/or technical limitations and network efficiency. Any disagreement regarding appropriate trunk configuration shall be subject to the dispute resolution process in Section 20 of Article III.

3.2.4 Separate local trunk groups may be established based on billing, signaling, and network requirements. The following is the current list of traffic types that require separate trunk groups, unless specifically stated otherwise in this Agreement:

3.2.4.1 911/E911 trunks;

3.2.4.2 Mass Calling Trunks, if applicable; and

3.2.4.3 Toll Free Service trunks where **CLEC provides such service to its customers.

3.3 Direct and Indirect Connection

3.3.1 Indirect Network Connection

3.3.1.1 Indirect Network Connection in intended only for de minimis traffic associated with **CLEC “start-up” market entry into a CenturyTel local exchange. Therefore Indirect Network Interconnection will be allowed only on routes between CenturyTel end offices and a **CLEC switch in instances where, and only so long as, none of the triggers set forth in Section 3.3.2.4 of this Article have been reached.

3.3.1.2 Indirect Network Connection shall be accomplished by CenturyTel and **CLEC each being responsible for delivering Local Traffic to and receiving Local Traffic at the ILEC Tandem Switch serving the CenturyTel end office. Each Party is responsible for the facilities to its side of the tandem. Each Party is responsible for the appropriate sizing, operation, and maintenance of the transport facility to the tandem.

3.3.1.3 The Parties agree to enter into their own agreements with third- party providers. In the event that **CLEC sends traffic through CenturyTel’s network to a third-party provider with whom

**CLEC does not have a traffic interexchange agreement, then

**CLEC agrees to indemnify CenturyTel for any termination charges rendered by a third-party provider for such traffic.

Document Metadata

Table of Contents

DIRECT TESTIMONY OF GUY E. MILLER, III

Document Metadata

DIRECT TESTIMONY OF GUY E. MILLER, III

TABLE OF CONTENTS

4.0 MUTUAL COMPENSATION FOR TRANSPORT, TERMINATION, AND TRANSITING 102

5.0 APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS 112

ARTICLE VI: UNBUNDLED NETWORK ELEMENTS (UNES) 113

1.0 INTRODUCTION 113

2.0 GENERAL TERMS AND CONDITIONS 113

3.0 NETWORK INTERFACE DEVICE 129

4.0 LOCAL LOOP 130

5.0 SUBLOOPS 138

6.0 DEDICATED TRANSPORT 141

7.0 DARK FIBER DEDICATED TRANSPORT 145

8.0 DIGITAL CROSS-CONNECT SYSTEM (DCS) 150

9.0 CALL-RELATED DATABASES 150

10.0 CROSS-CONNECTS 150

11.0 ADDITIONAL REQUIREMENTS APPLICABLE TO UNBUNDLED NETWORK ELEMENTS 151

12.0 PRICING 151

ARTICLE VII: SPECIFIC TERMS FOR XDSL-CAPABLE UNE LOOPS 153

1.0 INTRODUCTION 153

2.0 DEFINITIONS 153

3.0 GENERAL TERMS AND CONDITIONS RELATING TO UNBUNDLED XDSL LOOPS AND XDSL SUBLOOPS 155

4.0 XDSL-CAPABLE LOOP AND SUBLOOP OFFERINGS 156

5.0 OPERATIONAL SUPPORT SYSTEMS: LOOP MAKE-UP INFORMATION

AND ORDERING 158

6.0 PROVISIONING/REQUESTING CONDITIONING AS PART OF **CLEC’S ORDER 159

7.0 OPTIONAL ACCEPTANCE TESTING 160

8.0 COOPERATIVE TESTING 161

9.0 SERVICE QUALITY AND MAINTENANCE 162

10.0 SPECTRUM MANAGEMENT 163

11.0 PRICING 164

ARTICLE VIII: MAINTENANCE 165

1.0 GENERAL MAINTENANCE & REPAIR REQUIREMENTS 165

2.0 MAINTENANCE & REPAIR PROCEDURES 165

3.0 ESCALATION PROCEDURES 166

4.0 EMERGENCY RESTORATION 166

5.0 MISDIRECTED REPAIR CALLS 167

6.0 PREMISES VISIT PROCEDURES 167

7.0 TESTING 167

8.0 PRICING 168

ARTICLE IX: ADDITIONAL SERVICES 169

1.0 NUMBER PORTABILITY 169

2.0 ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY 172

3.0 TERMS AND CONDITIONS FOR PROVIDING INTERCONNECTION AND DATABASE ACCESS FOR 911/E911 SERVICES 172

4.0 DIRECTORY LISTINGS & DIRECTORY DISTRIBUTION 172

5.0 CENTURYTEL’S PROVISION OF COLLOCATION 173

ARTICLE X: ACCESS TO OPERATIONS SUPPORT SYSTEMS (“OSS”) 174

1.0 INTENTION OF THE PARTIES 174

2.0 DEFINITIONS 174

3.0 SERVICE PARITY AND STANDARDS 175

4.0 FUTURE ENHANCEMENTS TO CENTURYTEL OSS FACILITIES 175

5.0 NOTICES 175

6.0 CENTURYTEL OSS SERVICES 175

7.0 ACCESS TO AND USE OF CENTURYTEL OSS FACILITIES 176

8.0 CENTURYTEL OSS INFORMATION 177

9.0 **CLEC USAGE INFORMATION 180

10.0 **CLEC BILLING INFORMATION 180

11.0 LIABILITIES AND REMEDIES 180

12.0 RELATION TO APPLICABLE LAW 181

13.0 COOPERATION 181

14.0 CENTURYTEL ACCESS TO INFORMATION RELATED TO **CLEC CUSTOMERS 181

15.0 CENTURYTEL PRE-OSS SERVICES 182

16.0 CANCELLATIONS 183

I. RESALE PRICING ERROR! BOOKMARK NOT DEFINED.

II. UNE PRICING ERROR! BOOKMARK NOT DEFINED.

III. INTERCONNECTION PRICING ERROR! BOOKMARK NOT DEFINED.

IV. OTHER PRICING ERROR! BOOKMARK NOT DEFINED.

SIGNATURE PAGE 187

AGREEMENT PREFACE & RECITALS

2.100 Multiple Exchange Carriers Ordering and Design Guidelines for Access Services - Industry Support Interface (MECOD)

GENERAL TERMS & CONDITIONS

REGARDING APPLICATION, EFFECTIVE DATE, TERM AND GOVERNING LAW

Document Metadata