Common use of Directory Listings and Directory Distributions Clause in Contracts

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of Covad's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Focal Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of CovadFocal's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad Focal will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Focal Customer's primary listing. Covad Focal will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for CovadFocal's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad Focal Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad Focal Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadFocal. These distributions will be made for no additional charge. Covad Focal and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will include all Focal NXX codes associated with the areas to which each directory pertains, along with BA's own NXX codes in any maps or lists of such codes which are contained in the general reference portions of the directories. Focal's NXX codes shall appear in such maps or lists in the same manner as BA's NXX information. 19.1.5 Focal shall provide BA with daily listing information on all new Focal Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer's name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. Focal will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with Focal. BA will provide Focal with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord Focal's directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to Focal's directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the Focal Customers are not separately identified as such; and provided further that Focal may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 BA or BA's publisher shall provide Focal with a report of all Focal Customer listings ninety (90) days prior to directory publication in such form and format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also provide Focal, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide Focal with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 Focal will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that Focal has the right to place such listings on behalf of its Customers. Focal agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Level 3 Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own Customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's Level 3’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, Xxxxx 0 will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad Level 3 Customer's ’s primary listing. Covad Level 3 will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Level 3’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by Level 3, BA will also include make available to Level 3 a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 Level 3 shall provide BA with daily listing information on all new Level 3 Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. Level 3 will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with Level 3. BA will distribute to Covad Customers copies promptly provide Level 3 with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord Level 3’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to Level 3’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the Level 3 Customers are not separately identified as such; and provided further that Level 3 may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of Level 3 Customer listings. BA will provide Level 3 with a report of all Level 3 Customer listings ninety (90) days prior to the service order close date for that directory. BA distributes primary directories will process any corrections made by Level 3 with respect to its own listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 Level 3 will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that Level 3 has the right to place such listings on behalf of its Customers. BA will also deliver provide Level 3, upon request, a copy of the BA listings standards and specifications manual. Level 3 agrees that it will undertake commercially practicable and reasonable number of such directories steps to Covad. These distributions will attempt to ensure that any business or person to be made for no additional charge. Covad listed is authorized and its Customers may request additional directories from BA's Directory Fulfillment Centershas the right (a) to provide the product or service offered, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers.and

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing Covad’s Customers telephone numbers in all of its "“White Pages" ” and “Yellow Pages” directory listings (residence and business listingsincluding electronic directories) and "Yellow Pages" directory (business listings) that cover assistance databases associated with the address of the Customer. Listings of Covad's Customers areas in which Covad provides services to such customers, and will be interfiled with listings of BA's Customers distribute such directories to such customers, in an identical and the Customers of other LECs included transparent manner in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A which it provides those functions for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per orderits own customers’ telephone numbers. 19.1.2 BA will also include all Covad NXX codes on appropriate existing calling charts in the Covad Customer's primary listing BA customer Guide section of the directory in BA's directory assistance database on the same basis that BA's manner as it provides this conformation for its own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1NXX Codes. 19.1.3 Covad will provide BA with its directory listings and daily updates to those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. 19.1.4 BA will distribute to Covad Customers copies of their primary white pages and yellow pages directories at accord Covad’s directory listing information the same time and on the same basis that level of confidentiality which BA distributes primary directories to accords its own Customersdirectory listing information. 19.1.5 BA will include, without charge, an Other Local Service Provider section in its Primary White and Primary White and Yellow Page Telephone Directories. When Covad is operating with established end users in the geographic region covered by a specific White Page or Primary White and Yellow Page Directory, Covad will be included, at its request, in the Other Local Service Provider section of that specific directory. Covad will be responsible for providing the Other Local Service Provider Information Pages Input Form to Xxxx Atlantic Yellow Pages Company for each directory. Covad telephone numbers for installation, repair and billing departments, and logo information that appears in the directory will be in accordance with BA’s generally applicable policies. Covad shall comply with the Other Local Service Provider Information Pages General Guidelines. 19.1.6 BA will provide Covad with a report of all Covad customer listings ninety (90) days prior to service order close date for that directory in such form and format as may be mutually agreed to by both parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also deliver a reasonable number process any corrections made by Covad with respect to its listings, provided such corrections are received prior to the close date of such directories to Covadthe particular directory. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers BA will provide such additional directories for appropriate advance notice of applicable close dates. 19.1.7 Yellow Page Maintenance BA will work cooperatively with Covad so that Yellow Page advertisements purchased by customers who switch their service to Covad (including customers utilizing Interim Telephone Number Portability) are maintained without interruption. BA will allow Covad customers to purchase new yellow pages advertisements without discrimination, under the same charges applicable identical rates, terms and conditions that apply to comparable requests by BA CustomersBA’s customers.

Directory Listings and Directory Distributions. In this subsection 19.119.1.1 Verizon will include, references to a Covad at such rates permitted by Applicable Law, TCG’s Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in electronic directories in which Verizon’s own customers are ordinarily included and directory assistance databases. Verizon will distribute such directories, at such rates permitted by Applicable Law, to such Customers, in an identical manner in which it provides those functions for its own Customers. Listings of Covad's TCG’s Customers will be interfiled with listings of BA's Verizon’s Customers and the Customers of other LECs included in the BA Verizon directories. Covad Where required, TCG will pay BA a non-recurring charge as set forth in Exhibit A Verizon such rates permitted by Applicable Law for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed chargesproviding, as the case may be, for additional and foreign white page listings and other white pages services for Covad's TCG’s Customers. BA Verizon will not require a minimum number of listings per order. 19.1.2 BA Upon request by TCG, Verizon will also include make available to TCG a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that BA's as such information is provided to Verizon’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 BA TCG shall provide Verizon with daily listing information on all new TCG Customers in the format required by Verizon or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. TCG will distribute to Covad also provide Verizon with daily listing information showing Customers copies that have disconnected or terminated their service with TCG. Verizon will promptly provide TCG with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 Verizon will accord TCG’s directory listing information the same time level of confidentiality which Verizon accords its own directory listing information, and on Verizon shall ensure that access to TCG’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, Verizon may use or license information contained in its directory listings for direct marketing purposes so long as the TCG Customers are not separately identified as such; and provided further that TCG may identify those of its Customers that request that their names not be sold for direct marketing purposes, and Verizon will honor such requests to the same basis that BA distributes primary directories to extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of TCG Customer listings. BA At TCG’s request, Verizon shall provide TCG with a report of all TCG Customer listings normally no more than ninety (90) days and no less than thirty (30) days prior to the service order close date for the applicable directory. Verizon will also deliver a reasonable number process any corrections made by TCG with respect to its listings, provided such corrections are received prior to the close date of such directories to Covadthe particular directory. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers Verizon will provide such additional directories for the same charges appropriate advance notice of applicable to comparable requests by BA Customersclose dates.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFS Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of CovadMFS's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad MFS will pay BA a non-non- recurring charge as set forth in Exhibit A for providing such service for each Covad MFS Customer's primary listing. Covad MFS will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for CovadMFS's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad MFS Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad MFS Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadMFS. These distributions will be made for no additional charge. Covad MFS and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will include all MFS NXX codes associated with the areas to which each directory pertains, along with BA's own NXX codes in any maps or lists of such codes which are contained in the general reference portions of the directories. MFS's NXX codes shall appear in such maps or lists in the same manner as BA's NXX information. 19.1.5 MFS shall provide BA with daily listing information on all new MFS Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer's name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFS will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFS. BA will provide MFS with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord MFS's directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to MFS's directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFS Customers are not separately identified as such; and provided further that MFS may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 BA or BA's publisher shall provide MFS with a report of all MFS Customer listings ninety (90) days prior to directory publication in such form and format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also provide MFS, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide MFS with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 MFS will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFS has the right to place such listings on behalf of its Customers. MFS agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad TCG in accordance with the terms set forth herein. 19.1.1 BA will include the Covad TCG Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's TCG’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad TCG will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad TCG Customer's ’s primary listing. Covad TCG will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's TCG’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad TCG Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad TCG Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadTCG. These distributions will be made for no additional charge. Covad TCG and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by TCG, BA will provide TCG with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 TCG shall provide BA with daily listing information on all new TCG Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. TCG will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with TCG. BA will provide TCG with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord TCG’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to TCG’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the TCG Customers are not separately identified as such; and provided further that TCG may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of TCG Customer listings. BA will also provide TCG, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide TCG with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 TCG will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that TCG has the right to place such listings on behalf of its Customers. TCG agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, TCG agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by TCG hereunder. 19.1.9 BA’s liability to TCG in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by TCG for such listing. In addition, TCG agrees to take, with respect to its own Customers, all reasonable steps to ensure that its and BA’s liability to TCG’s Customers in the event of a BA error in or omission of a listing shall be subject to the same limitations that BA’s liability to its own Customers are subject to. 19.1.10 Within thirty (30) business days of the Effective Date, BA agrees to meet with TCG and, if appropriate, arrange a meeting with a BA authorized Yellow Pages agent, to address issues regarding TCG customer referrals or questions pertaining to Yellow Pages listings.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing GNAPS’s Customers telephone numbers in all of its "“White Pages" ” and “Yellow Pages” directory listings (residence and business listingsincluding electronic directories) and "Yellow Pages" directory (business listings) that cover assistance databases associated with the address of the Customer. Listings of Covad's Customers areas in which GNAPS provides services to such customers, and will be interfiled with listings of BA's Customers distribute such directories to such customers, in an identical and the Customers of other LECs included transparent manner in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A which it provides those functions for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per orderits own customers’ telephone numbers. 19.1.2 BA will also include all GNAPS NXX codes on appropriate existing calling charts in the Covad Customer's primary listing BA customer Guide section of the directory in BA's directory assistance database on the same basis that BA's manner as it provides this conformation for its own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1NXX Codes. 19.1.3 GNAPS will provide BA with its directory listings and daily updates to those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. 19.1.4 BA will distribute to Covad Customers copies of their primary white pages and yellow pages directories at accord GNAPS’s directory listing information the same time and on the same basis that level of confidentiality which BA distributes primary directories to accords its own Customersdirectory listing information. 19.1.5 BA will include, without charge, an Other Local Service Provider section in its Primary White and Primary White and Yellow Page Telephone Directories. When GNAPS is operating with established end users in the geographic region covered by a specific White Page or Primary White and Yellow Page Directory, GNAPS will be included, at its request, in the Other Local Service Provider section of that specific directory. GNAPS will be responsible for providing the Other Local Service Provider Information Pages Input Form to Xxxx Atlantic Yellow Pages Company for each directory. GNAPS telephone numbers for installation, repair and billing departments, and logo information that appears in the directory will be in accordance with BA’s generally applicable policies. GNAPS shall comply with the Other Local Service Provider Information Pages General Guidelines. 19.1.6 BA will provide GNAPS with a report of all GNAPS customer listings ninety (90) days prior to service order close date for that directory in such form and format as may be mutually agreed to by both parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also deliver a reasonable number process any corrections made by GNAPS with respect to its listings, provided such corrections are received prior to the close date of such directories to Covadthe particular directory. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers BA will provide such additional directories for appropriate advance notice of applicable close dates. 19.1.7 Yellow Page Maintenance BA will work cooperatively with GNAPS so that Yellow Page advertisements purchased by customers who switch their service to GNAPS (including customers utilizing Interim Telephone Number Portability) are maintained without interruption. BA will allow GNAPS customers to purchase new yellow pages advertisements without discrimination, under the same charges applicable identical rates, terms and conditions that apply to comparable requests by BA CustomersBA’s customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFN Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own Customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's MFN’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, MFN will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad MFN Customer's ’s primary listing. Covad MFN will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's MFN’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by MFN, BA will also include make available to MFN a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 MFN shall provide BA with daily listing information on all new MFN Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFN will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFN. BA will distribute to Covad Customers copies promptly provide MFN with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord MFN’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to MFN’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFN Customers are not separately identified as such; and provided further that MFN may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of MFN Customer listings. BA will provide MFN with a report of all MFN Customer listings no less than ninety (90) days prior to publishing date for that directory. BA distributes primary directories will process any corrections made by MFN with respect to its listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 MFN will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFN has the right to place such listings on behalf of its Customers. BA will provide MFN, upon request, a copy of the BA listings standards and specifications manual. MFN agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, MFN agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by MFN hereunder. 19.1.7 BA’s liability to MFN in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by MFN for such listing. In addition, MFN agrees to take, with respect to its own Customers. , all reasonable steps to ensure that its and BA’s liability to MFN’s Customers in the event of a BA will also deliver error in or omission of a reasonable number of such directories listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that BA’s liability to comparable requests by BA Customersits own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad ETC Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's ETC’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad ETC will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad ETC Customer's ’s primary listing. Covad ETC will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's ETC’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad ETC Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad ETC Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadETC. These distributions will be made for no additional charge. Covad ETC and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will include all ETC NXX codes associated with the areas to which each directory pertains, along with BA’s own NXX codes in any maps or lists of such codes which are contained in the general reference portions of the directories. ETC’s NXX codes shall appear in such maps or lists in the same manner as BA’s NXX information.

Directory Listings and Directory Distributions. In this subsection Subsection 19.1, references to a Covad an ANTC Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad ANTC or is retained by Covad ANTC on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon ANTC’s request, provide the following directory services to Covad ANTC in accordance with the terms set forth herein. 19.1.1 BA will include the Covad ANTC Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the ANTC Customer. Listings of Covad's ANTC’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories in accordance with the standard alphabetical or other order for listings in such telephone directories. Covad ANTC will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad ANTC Customer's ’s primary listingListing. Covad ANTC will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's ANTC’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad ANTC Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection Subsection 19.1.1. 19.1.3 BA will distribute to Covad ANTC Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadANTC. These distributions will be made for no additional charge. Covad ANTC and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will provide ANTC with the following Yellow and White Pages directory listing criteria within 30 days of the Effective Date of this Agreement and shall provide all changes to the criteria at the same time such changes are provided to BA’s own directory listings Customer contact personnel: (i) identification of the coverage areas of telephone directories by NPA/NXX codes, (ii) publication schedules for White Pages and Yellow Pages, including all the directory close dates, (iii) call guide close dates, (iv) Yellow Pages headings, and (v) BA listings standards and specifications manual and other rules for White Pages and Yellow Pages listings (e.g. eligibility for free White and Yellow Pages listings, space restrictions, unlisted and unpublished listing, abbreviated listings, foreign listings and heading requirements and ethical standards). 19.1.5 ANTC shall provide BA with daily listing information on all new ANTC Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the ANTC’s Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. ANTC will also provide BA with daily listing information showing ANTC Customers that have disconnected or terminated their service with ANTC. BA will provide ANTC with confirmation of listing order activity within forty-eight (48) hours. 19.1.6 BA will accord ANTC’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to ANTC’s directory listing information will be used solely for the purpose of providing directory services. BA may not use such information for marketing purposes, nor may it license such information concerning ANTC Customers contained in BA’s directory listings to third parties for directory publishing or direct marketing purposes without written authorization from ANTC. If ANTC authorizes such licensing and marketing, such authorization would apply to the licensing of all ANTC subscriber listings to all third parties on the same basis that BA licenses its own subscriber listings. BA will not seek, and will not accept, such authorization on a case-by-case basis. If ANTC authorizes such use and licensing, ANTC may identify those Customer(s) that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accuracy of ANTC Customer listings. 19.1.8 ANTC will adhere to all practices, standards, and ethical requirements of BA with regard to listings, provided that BA has given information regarding these requirements to ANTC in accordance with Section 19.1.4. By providing listings to BA, ANTC warrants to BA that ANTC has the right to place such listings on behalf of its Customers. ANTC agrees that it will undertake commercially practicable and reasonable steps, to the same extent BA does for its own listings, to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, XXXX agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s publication in unaltered form of the listing information provided by ANTC hereunder.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad NorthPoint Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's NorthPoint’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, NorthPoint will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad NorthPoint Customer's ’s primary listing. Covad NorthPoint will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's NorthPoint’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by NorthPoint, BA will also include make available to NorthPoint a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 NorthPoint shall provide BA with daily listing information on all new NorthPoint Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. NorthPoint will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with NorthPoint. BA will distribute to Covad Customers copies promptly provide NorthPoint with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord NorthPoint’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to NorthPoint’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the NorthPoint Customers are not separately identified as such; and provided further that NorthPoint may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of NorthPoint Customer listings. BA will provide NorthPoint with a report of all NorthPoint customer listings ninety (90) days prior to the service order close date for that directory. BA distributes primary directories will process any corrections made by NorthPoint with respect to its listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 NorthPoint will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that NorthPoint has the right to place such listings on behalf of its Customers. BA will provide NorthPoint, upon request, a copy of the BA listings standards and specifications manual. NorthPoint agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, NorthPoint agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by NorthPoint hereunder. 19.1.7 BA’s liability to NorthPoint in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by NorthPoint for such listing. In addition, NorthPoint agrees to take, with respect to its own Customers. , all reasonable steps to ensure that its and BA’s liability to NorthPoint’s Customers in the event of a BA will also deliver error in or omission of a reasonable number of such directories listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that BA’s liability to comparable requests by BA Customersits own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references 25.1.1 NYNEX will include ANTC’s Customers telephone numbers in all of its “White Pages” and “Yellow Pages” directory listings (including electronic databases) and directory assistance databases associated with the areas in which ANTC provides services to a Covad Customer's "primary listing" shall mean such Customer's primary name, addressCustomers, and will distribute such directories to such Customers, in an identical and transparent manner in which it provides those functions for its own Customers’ telephone numbers. 25.1.2 NYNEX will include all ANTC NXX codes on appropriate existing calling charts in the NYNEX Customer Guide section of the directory in the same manner as it provides this information for its own NXX codes. 25.1.3 ANTC will provide NYNEX with its directory listings and daily updates to those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. 25.1.4 NYNEX will accord ANTC’s directory listing information the same level of confidentiality which NYNEX accords its own directory listing information. 25.1.5 NYNEX shall provide ANTC at no charge with (i) one basic single line white and yellow page directory listing per business Customer number, which number falls within or one basic single line white page directory listing per residence Customer number, (ii) directory distribution for ANTC Customers, and (iii) listings of ANTC Customers in the NXX codes directly assigned directory assistance database. Any other directory listing service that NYNEX provides to Covad or is retained by Covad on its own customers will be provided at the Customer's behalf appropriate charge pursuant to LTNP arrangements applicable tariffs. 25.1.6 NYNEX will provide ANTC with BA or any other carrier within a report of all ANTC Customer listings ninety (90) Days prior to directory publication in such form and format as may be mutually agreed to by both parties. Both Parties shall use their best efforts to ensure the geographic area covered in the relevant BA directory. BA will, upon request, accurate listing of such information. 25.1.7 NYNEX shall provide the following directory services to Covad in accordance ANTC with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing in same level of damages and remedies available to NYNEX’s end users should NYNEX fail to meet its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of Covad's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as obligations set forth in Exhibit A for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per ordersections 25.1.-25. 19.1.2 BA will also include the Covad Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFS Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of CovadMFS's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad MFS will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad MFS Customer's primary listing. Covad MFS will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for CovadMFS's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad MFS Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad MFS Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadMFS. These distributions will be made for no additional charge. Covad MFS and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will include all MFS NXX codes associated with the areas to which each directory pertains, along with BA's own NXX codes in any maps or lists of such codes which are contained in the general reference portions of the directories. MFS's NXX codes shall appear in such maps or lists in the same manner as BA's NXX information. 19.1.5 MFS shall provide BA with daily listing information on all new MFS Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer's name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFS will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFS. BA will provide MFS with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord MFS's directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to MFS's directory listing information will be used solely for the purpose of providing directory services: provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFS Customers are not separately identified as such: and provided further that MFS may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 BA or BA's publisher shall provide MFS with a report of all MFS Customer listings ninety (90) days prior to directory publication in such form and format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also provide MFS, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide MFS with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 MFS will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFS has the right to place such listings on behalf of its Customers. MFS agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing.

Directory Listings and Directory Distributions. In this subsection 19.1, references 19.1.1 NYNEX will include XXXXXX FIBER Customers telephone numbers in all of its “White Pages” and “Yellow Pages” directory listings (including electronic directories) and directory assistance databases associated with the areas in which XXXXXX FIBER provides services to a Covad Customer's "primary listing" shall mean such Customer's primary name, addressCustomers, and will distribute such directories to such Customers, in an identical and transparent manner in which it provides those functions for its own Customers’ telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of Covad's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per ordernumbers. 19.1.2 BA NYNEX will also include all XXXXXX FIBER NXX codes on appropriate existing calling charts in the Covad Customer's primary listing NYNEX Customer Guide section of the directory in BA's directory assistance database on the same basis that BA's manner as it provides this information for its own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1NXX codes. 19.1.3 BA XXXXXX FIBER will distribute provide NYNEX with its directory listings and daily updates to Covad Customers copies those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. 19.1.4 NYNEX will accord XXXXXX FIBER directory listing information the same level of their primary confidentiality which NYNEX accords its own directory listing information. 19.1.5 NYNEX shall provide XXXXXX FIBER at no charge with (i) one basic single line white pages and yellow pages directories at page directory listing per business Customer number, or one basic single line white page directory listing per residence Customer number, (ii) directory distribution for XXXXXX FIBER Customers, and (iii) listings of XXXXXX FIBER Customers in the same time directory assistance database. 19.1.6 NYNEX will provide XXXXXX FIBER with a report of all XXXXXX FIBER customer listings ninety (90) days prior to directory publication in such form and on format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number accurate listing of such directories information. 19.1.7 Yellow Page Maintenance NYNEX will work cooperatively with XXXXXX FIBER so that Yellow Page advertisements purchased by Customers who switch their service to CovadXXXXXX FIBER (including customers utilizing Interim Telecommunications Number Portability) are maintained without interruption. These distributions NYNEX will be made for no additional charge. Covad allow XXXXXX FIBER customers to purchase new yellow pages advertisements without discrimination, under the identical rates, terms and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable conditions that apply to comparable requests by BA NYNEX’s Customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references 19.1.1 BA-RI will include Cox Customers telephone numbers in all of its “White Pages” and “Yellow Pages” directory listings (including electronic directories) and directory assistance databases associated with the areas in which Cox provides services to a Covad Customer's "primary listing" shall mean such Customer's primary name, addressCustomers, and will distribute such directories to such Customers, in an identical and transparent manner in which it provides those functions for its own Customers’ telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of Covad's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per ordernumbers. 19.1.2 BA BA-RI will also include all Cox NXX codes on appropriate existing calling charts in the Covad Customer's primary listing BA-RI Customer Guide section of the directory in BA's directory assistance database on the same basis that BA's manner as it provides this information for its own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1NXX codes. 19.1.3 BA Cox will provide BA-RI with its directory listings and daily updates to those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. 19.1.4 BA-RI will accord Cox directory listing information the same level of confidentiality which BA-RI accords its own directory listing information and in any event shall not distribute Xxx’x directory listing information to Covad Customers copies of their primary third parties without Xxx’x written consent. 19.1.5 BA-RI shall provide Cox at no charge with: (i) one basic single line white pages and yellow pages directories at page directory listing per business Customer number, or one basic single line white page directory listing per residence Customer number; (ii) directory distribution for Cox Customers; and (iii) listings of Cox Customers in the same time directory assistance database. 19.1.6 BA-RI will provide Cox with a report of all Cox Customer listings ninety (90) days prior to directory publication in such form and on format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number accurate listing of such directories information. 19.1.7 Yellow Page Maintenance BA-RI will work cooperatively with Cox so that Yellow Pages advertisements purchased by Customers who switch their service to CovadCox (including Customers utilizing Interim Telecommunications Number Portability) are maintained without interruption. These distributions BA-RI will be made for no additional charge. Covad allow Cox Customers to purchase new Yellow Pages advertisements without discrimination, under the identical rates, terms and its Customers may request additional directories from conditions that apply to BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA -RI’s Customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad NorthPoint Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's NorthPoint’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, NorthPoint will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad NorthPoint Customer's ’s primary listing. Covad NorthPoint will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's NorthPoint’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by NorthPoint, BA will also include make available to NorthPoint a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 NorthPoint shall provide BA with daily listing information on all new NorthPoint Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. NorthPoint will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with NorthPoint. BA will distribute to Covad Customers copies promptly provide NorthPoint with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord NorthPoint’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to NorthPoint’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the NorthPoint Customers are not separately identified as such; and provided further that NorthPoint may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis that BA distributes primary directories to extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of NorthPoint Customer listings. BA will also deliver provide NorthPoint with a reasonable number report of such directories to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers.all NorthPoint customer listings ninety

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Level 3 Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own Customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's Level 3’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, Xxxxx 0 will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad Level 3 Customer's ’s primary listing. Covad Level 3 will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Level 3’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by Level 3, BA will also include make available to Level 3 a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 Level 3 shall provide BA with daily listing information on all new Level 3 Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. Level 3 will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with Level 3. BA will distribute to Covad Customers copies promptly provide Level 3 with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord Level 3’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to Level 3’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the Level 3 Customers are not separately identified as such; and provided further that Level 3 may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of Level 3 Customer listings. BA will provide Level 3 with a report of all Level 3 Customer listings ninety (90) days prior to the service order close date for that directory. BA distributes primary directories will process any corrections made by Level 3 with respect to its listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 Level 3 will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that Level 3 has the right to place such listings on behalf of its Customers. BA will provide Level 3, upon request, a copy of the BA listings standards and specifications manual. Level 3 agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, Level 3 agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by Level 3 hereunder.‌‌ 19.1.7 BA’s liability to Level 3 in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by Xxxxx 0 for such listing. In addition, Level 3 agrees to take, with respect to its own Customers. , all reasonable steps to ensure that its and BA’s liability to Level 3’s Customers in the event of a BA will also deliver error in or omission of a reasonable number of such directories listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that BA’s liability to comparable requests by BA Customersits own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references 19.1.1 BA-RI will include Cox Customers telephone numbers in all of its “White Pages” and “Yellow Pages” directory listings (including electronic directories) and directory assistance databases associated with the areas in which Cox provides services to a Covad Customer's "primary listing" shall mean such Customer's primary name, addressCustomers, and will distribute such directories to such Customers, in an identical and transparent manner in which it provides those functions for its own Customers’ telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of Covad's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Customers. BA will not require a minimum number of listings per ordernumbers. 19.1.2 BA BA-RI will also include all Cox NXX codes on appropriate existing calling charts in the Covad Customer's primary listing BA-RI Customer Guide section of the directory in BA's directory assistance database on the same basis that BA's manner as it provides this information for its own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1NXX codes. 19.1.3 BA Cox will provide BA-RI with its directory listings and daily updates to those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. 19.1.4 BA-RI will accord Cox directory listing information the same level of confidentiality which BA-RI accords its own directory listing information and in any event shall not distribute CoxBs directory listing information to Covad Customers copies of their primary third parties without Xxx’x written consent. 19.1.5 BA-RI shall provide Cox at no charge with: (i) one basic single line white pages and yellow pages directories at page directory listing per business Customer number, or one basic single line white page directory listing per residence Customer number; (ii) directory distribution for Cox Customers; and (iii) listings of Cox Customers in the same time directory assistance database. 19.1.6 BA-RI will provide Cox with a report of all Cox Customer listings ninety (90) days prior to directory publication in such form and on format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number accurate listing of such directories information. 19.1.7 Yellow Page Maintenance BA-RI will work cooperatively with Cox so that Yellow Pages advertisements purchased by Customers who switch their service to CovadCox (including Customers utilizing Interim Telecommunications Number Portability) are maintained without interruption. These distributions BA-RI will be made for no additional charge. Covad allow Cox Customers to purchase new Yellow Pages advertisements without discrimination, under the identical rates, terms and its Customers may request additional directories from conditions that apply to BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA -RI’s Customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFN Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's MFN’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, MFN will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad MFN Customer's ’s primary listing. Covad MFN will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's MFN’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by MFN, BA will also include make available to MFN a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 MFN shall provide BA with daily listing information on all new MFN Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFN will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFN. BA will distribute to Covad Customers copies promptly provide MFN with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord MFN’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to MFN’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFN Customers are not separately identified as such; and provided further that MFN may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of MFN Customer listings. BA will provide MFN with a report of all MFN customer listings no less than ninety (90) days prior to publishing date for that directory. BA distributes primary directories will process any corrections made by MFN with respect to its listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 MFN will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFN has the right to place such listings on behalf of its Customers. BA will provide MFN, upon request, a copy of the BA listings standards and specifications manual. MFN agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, MFN agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by MFN hereunder. 19.1.7 BA’s liability to MFN in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by MFN for such listing. In addition, MFN agrees to take, with respect to its own Customers. , all reasonable steps to ensure that its and BA’s liability to MFN’s Customers in the event of a BA will also deliver error in or omission of a reasonable number of such directories listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that BA’s liability to comparable requests by BA Customers.its own Customers are subject to.‌‌‌‌

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 13.1.1 BA will include the Covad APC Customer's ’s primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of Covad's APC’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad APC will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad APC Customer's ’s primary listing. Covad APC will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's APC’s Customers. BA will not require a minimum number of listings per order. 19.1.2 13.1.2 BA will also include the Covad APC Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.113.1.1. 19.1.3 13.1.3 BA will distribute to Covad APC Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadAPC. These distributions will be made for no additional charge. Covad APC and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 13.1.4 BA will include all APC NXX codes associated with the areas to which each directory pertains, along with BA’s own NXX codes, in any maps or lists of such codes which are contained in the general reference portions of the directories. APC’s NXX codes shall appear in such maps or lists in the same manner as BA’s NXX information. 13.1.5 Upon request by APC, BA will provide APC with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 13.1.6 APC shall provide BA with daily listing information on all new APC Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. APC will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with APC. BA will provide APC with confirmation of listing order activity within forty eight (48) hours. 13.1.7 BA will accord APC’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to APC’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the APC Customers are not separately identified as such; and provided further that APC may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 13.1.8 Both Parties shall use their best efforts to ensure the accurate listing of APC Customer listings. BA will also provide APC, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide APC with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 13.1.9 APC will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that APC has the right to place such listings on behalf of its Customers. APC agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, APC agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by APC hereunder. 13.1.10 BA’s liability to APC in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by APC for such listing. In addition, APC agrees to take, with respect to its own Customers, all reasonable steps to ensure that its and BA’s liability to APC’s Customers in the event of a BA error in or omission of a listing shall be subject to the same limitations that BA’s liability to its own Customers are subject to. 13.1.11 Within ten (10) business days of the Effective Date, BA agrees to meet with APC and, if appropriate, arrange a meeting with a BA authorized Yellow Pages agent, to address issues regarding APC customer referrals or questions pertaining to Yellow Pages listings.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFS Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of CovadMFS's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad MFS will pay BA a non-non- recurring charge as set forth in Exhibit A for providing such service for each Covad MFS Customer's primary listing. Covad MFS will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for CovadMFS's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad MFS Customer's primary listing in BA's directory assistance database on the same basis that the BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad MFS Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadMFS. These distributions will be made for no additional charge. Covad MFS and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will include all MFS NXX codes associated with the areas to which each directory pertains, along with BA's own NXX codes in any maps or lists of such codes which are contained in the general reference portions of the directories. MFS's NXX codes shall appear in such maps or lists in the same manner as BA's NXX information. 19.1.5 MFS shall provide BA with daily listing information on all new MFS Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer's name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFS will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFS. BA will provide MFS with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord MFS's directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to MFS's directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFS Customers are not separately identified as such; and provided further that MFS may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 BA or BA's publisher shall provide MFS with a report of all MFS Customer listings ninety (90) days prior to directory publication in such form and format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also provide MFS, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide MFS with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 MFS will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFS has the right to place such listings on behalf of its Customers. MFS agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad ACI Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad ACI or is retained by Covad ACI on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad ACI in accordance with the terms set forth herein. 19.1.1 BA will include the Covad ACI Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of CovadACI's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad ACI will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad ACI Customer's primary listing. Covad ACI will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for CovadACI's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad ACI Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad ACI Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadACI. These distributions will be made for no additional charge. Covad ACI and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by ACI, BA will provide ACI with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA's own business offices. 19.1.5 ACI shall provide BA with daily listing information on all new ACI Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer's name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. ACI will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with ACI. BA will provide ACI with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord ACI's directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to ACI's directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the ACI Customers are not separately identified as such; and provided further that ACI may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of ACI Customer listings. BA will also provide ACI, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide ACI with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 ACI will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that ACI has the right to place such listings on behalf of its Customers. ACI agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, ACI agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA's listing of the listing information provided by ACI hereunder.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad ICI Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad ICI or is retained by Covad ICI on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide or cause to be provided the following directory services to Covad ICI in accordance with the terms set forth herein. 19.1.1 BA will include or cause to be included the Covad ICI Customer's ’s primary listing in its "the Bell Atlantic “White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's ICI’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad ICI will pay BA or its directory affiliate a non-recurring charge as set forth in Exhibit A for providing such service for each Covad ICI Customer's ’s primary listing. Covad ICI will also pay BA's ’s or its directory affiliate’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's ICI’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad ICI Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute or cause to Covad be distributed to ICI Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA or its directory affiliate distributes primary directories to its own Customers. BA will also deliver or cause to be delivered a reasonable number of such directories to CovadICI. These distributions will be made for no additional charge. Covad ICI and its Customers may request additional directories from BA's ’s or its directory affiliate’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by ICI, BA will provide or cause to be provided to ICI a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 ICI shall provide BA or its directory affiliate with daily listing information on all new ICI Customers in the format required by BA, its directory affiliate, or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. ICI will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with ICI. BA will provide ICI with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA or its directory affiliate will accord ICI’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to ICI’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA or its directory affiliate may use or license information contained in its directory listings for direct marketing purposes so long as the ICI Customers are not separately identified as such; and provided further that ICI may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA or its directory affiliate will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of ICI Customer listings. BA will also provide ICI, upon request, a copy of the BA listings standards and specifications manual. In addition, BA or its directory affiliate will provide ICI with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 ICI will adhere to all practices, standards, and ethical requirements of BA or its directory affiliate with regard to listings, and, by providing BA or its directory affiliate with listing information, warrants to BA or its directory affiliate that ICI has the right to place such listings on behalf of its Customers. ICI agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, ICI agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s or its directory affiliate’s listing of the listing information provided by ICI hereunder. 19.1.9 BA’s or its directory affiliate’s liability to ICI in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by ICI for such listing. In addition, ICI agrees to take, with respect to its own Customers, all reasonable steps to ensure that its and BA’s or its directory affiliate’s liability to ICI’s Customers in the event of a BA or its directory affiliate error in or omission of a listing shall be subject to the same limitations that BA’s or its directory affiliate’s liability to its own Customers are subject to. 19.1.10 Within thirty (30) business days of the Effective Date, BA or its directory affiliate agrees to meet with ICI and, if appropriate, arrange a meeting with a BA or its directory affiliate authorized Yellow Pages agent, to address issues regarding ICI customer referrals or questions pertaining to Yellow Pages listings.

Directory Listings and Directory Distributions. In this subsection 19.119.1.1 Verizon will include, references to a Covad at such rates permitted by Applicable Law and as stated in Exhibit A, AT&T’s Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in electronic directories in which Verizon’s own customers are ordinarily included and directory assistance databases. Verizon will distribute such directories, at such rates permitted by Applicable Law and as stated in Exhibit A, to such Customers, in an identical manner in which it provides those functions for its own Customers. Listings of Covad's AT&T’s Customers will be interfiled with listings of BA's Verizon’s Customers and the Customers of other LECs included in the BA Verizon directories. Covad Where required, AT&T will pay BA a non-recurring charge Verizon such rates permitted by Applicable Law and as set forth stated in Exhibit A for providing such service for each Covad Customer's primary listing. Covad will also pay BA's Tariffed chargesproviding, as the case may be, for additional and foreign white page listings and other white pages services for Covad's AT&T’s Customers. BA Verizon will not require a minimum number of listings per order. 19.1.2 BA Upon request by AT&T, Verizon will also include make available to AT&T a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that BA's as such information is provided to Verizon’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 BA AT&T shall provide Verizon with daily listing information on all new AT&T Customers in the format required by Verizon or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. AT&T will distribute to Covad also provide Verizon with daily listing information showing Customers copies that have disconnected or terminated their service with AT&T. Verizon will promptly provide AT&T with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 Verizon will accord AT&T’s directory listing information the same time level of confidentiality which Verizon accords its own directory listing information, and on Verizon shall ensure that access to AT&T’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, Verizon may use or license information contained in its directory listings for direct marketing purposes so long as the AT&T Customers are not separately identified as such; and provided further that AT&T may identify those of its Customers that request that their names not be sold for direct marketing purposes, and Verizon will honor such requests to the same basis that BA distributes primary directories to extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of AT&T Customer listings. BA At AT&T’s request, Verizon shall provide AT&T with a report of all AT&T Customer listings normally no more than ninety (90) days and no less than thirty (30) days prior to the service order close date for the applicable directory. Verizon will also deliver a reasonable number process any corrections made by AT&T with respect to its listings, provided such corrections are received prior to the close date of such directories to Covadthe particular directory. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers Verizon will provide such additional directories for the same charges appropriate advance notice of applicable to comparable requests by BA Customersclose dates.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad USWest Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own Customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's USWest’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, USWest will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad USWest Customer's ’s primary listing. Covad USWest will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's USWest’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by USWest, BA will also include make available to USWest a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 USWest shall provide BA with daily listing information on all new USWest Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. USWest will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with USWest. BA will distribute to Covad Customers copies promptly provide USWest with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord USWest’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to USWest’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the USWest Customers are not separately identified as such; and provided further that USWest may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of USWest Customer listings. BA will provide USWest with a report of all USWest Customer listings ninety (90) days prior to the service order close date for that directory. BA distributes primary directories will process any corrections made by USWest with respect to its own listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 USWest will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that USWest has the right to place such listings on behalf of its Customers. BA will also deliver provide USWest, upon request, a copy of the BA listings standards and specifications manual. USWest agrees that it will undertake commercially practicable and reasonable number steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, USWest agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of such directories to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for ’s listing of the same charges applicable to comparable requests listing information provided by BA CustomersUSWest hereunder.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad DBC Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own customers are ordinarily included, and in directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's DBC’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, DBC will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad DBC Customer's ’s primary listing. Covad DBC will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's DBC’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by DBC, BA will also include make available to DBC a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 DBC shall provide BA with daily listing information on all new DBC Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. DBC will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with DBC. BA will distribute to Covad Customers copies promptly provide DBC with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord DBC’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to DBC’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the DBC Customers are not separately identified as such; and provided further that DBC may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers.‌‌ 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of DBC Customer listings. BA will provide DBC with a report of all DBC customer listings ninety (90) days prior to the service order close date for that directory. BA distributes primary directories will process any corrections made by DBC with respect to its listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 DBC will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that DBC has the right to place such listings on behalf of its Customers. BA will provide DBC, upon request, a copy of the BA listings standards and specifications manual. DBC agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, DBC agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by DBC hereunder. 19.1.7 BA’s liability to DBC in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by DBC for such listing. In addition, DBC agrees to take, with respect to its own Customers. , all reasonable steps to ensure that its and BA’s liability to DBC’s Customers in the event of a BA will also deliver error in or omission of a reasonable number of such directories listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that BA’s liability to comparable requests by BA Customersits own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFN Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which BA’s own customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's MFN’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Where required, MFN will pay BA a non-recurring charge as the charge(s) set forth in Exhibit A for providing such service for each Covad MFN Customer's ’s primary listing. Covad MFN will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's MFN’s Customers. BA will not require a minimum number of listings per order. 19.1.2 Upon request by MFN, BA will also include make available to MFN a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that as such information is provided to BA's ’s own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1business offices. 19.1.3 MFN shall provide BA with daily listing information on all new MFN Customers in the format required by BA or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFN will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFN. BA will distribute to Covad Customers copies promptly provide MFN with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable. 19.1.4 BA will accord MFN’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to MFN’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFN Customers are not separately identified as such; and provided further that MFN may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use commercially reasonable efforts to ensure the accurate listing of MFN Customer listings. BA will provide MFN with a report of all MFN customer listings no less than ninety (90) days prior to publishing date for that directory. BA distributes primary directories will process any corrections made by MFN with respect to its listings, provided such corrections are received prior to the close date of the particular directory. BA will provide appropriate advance notice of applicable close dates. 19.1.6 MFN will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFN has the right to place such listings on behalf of its Customers. BA will provide MFN, upon request, a copy of the BA listings standards and specifications manual. MFN agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (a) to provide the product or service offered, and (b) to use any personal or corporate name, trade name or language used in the listing. In addition, MFN agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by MFN hereunder. 19.1.7 BA’s liability to MFN in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by MFN for such listing. In addition, MFN agrees to take, with respect to its own Customers. , all reasonable steps to ensure that its and BA’s liability to MFN’s Customers in the event of a BA will also deliver error in or omission of a reasonable number of such directories listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that BA’s liability to comparable requests by BA Customersits own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad KMC Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad KMC or is retained by Covad KMC on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad KMC in accordance with the terms set forth herein. 19.1.1 BA will include the Covad KMC Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's KMC’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad KMC will pay BA a non-recurring charge as the charges set forth in Exhibit A for providing such service for each Covad KMC Customer's ’s primary listing. Covad KMC will also pay BA's ’s Tariffed charges, as the case may be, end-user charges for additional and foreign white page listings and other white pages services for Covad's KMC’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad KMC Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad KMC Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to Covad. KMC These distributions will be made for no additional charge. Covad KMC and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by KMC, BA will provide KMC with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 KMC shall provide BA with daily listing information on all new KMC Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. KMC will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with KMC. BA will provide KMC with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord KMC’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to KMC’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the KMC Customers are not separately identified as such; and provided further that KMC may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of KMC Customer listings. BA will also provide KMC, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide KMC with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 KMC will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that KMC has the right to place such listings on behalf of its Customers. KMC agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, KMC agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by KMC hereunder. 19.1.9 BA’s liability to KMC in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by KMC for such listing. In addition, KMC agrees to take, with respect to its own Customers, all reasonable steps to ensure that its and BA’s liability to KMC’s Customers in the event of a BA error in or omission of a listing shall be subject to the same limitations that BA’s liability to its own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad MFS Customer's primary listing in its "White Pages" directory (residence and business listings) and "Yellow Pages" directory (business listings) that cover the address of the Customer. Listings of CovadMFS's Customers will be interfiled with listings of BA's Customers and the Customers of other LECs included in the BA directories. Covad MFS will pay BA a non-non- recurring charge as set forth in Exhibit A for providing such service for each Covad MFS Customer's primary listing. Covad MFS will also pay BA's Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for CovadMFS's Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad MFS Customer's primary listing in BA's directory assistance database on the same basis that BA's own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad MFS Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadMFS. These distributions will be made for no additional charge. Covad MFS and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 BA will include all MFS NXX codes associated with the areas to which each directory pertains, along with BA's own NXX codes in any maps or lists of such codes which are contained in the general reference portions of the directories. MFS's NXX codes shall appear in such maps or lists in the same manner as BA's NXX information. 19.1.5 MFS shall provide BA with daily listing information on all new MFS Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer's name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. MFS will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with MFS. BA will provide MFS with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord MFS's directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to MFS's directory listing information will be used solely for the purpose of providing directory services, provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the MFS Customers are not separately identified as such, and provided further that MFS may identify those of its Customers that request that their names not be sold for direct marketing purposes, and will honor such requests to the same extent as it does for its own Customers. 19.1.7 BA or BA's publisher shall provide MFS with a report of all MFS Customer listings ninety (90) days prior to directory publication in such form and format as may be mutually agreed to by both Parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also provide MFS, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide MFS with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 MFS will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that MFS has the right to place such listings on behalf of its Customers. MFS agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad ACI Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad ACI or is retained by Covad ACI on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad ACI in accordance with the terms set forth herein. 19.1.1 BA will include the Covad ACI Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's ACI’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad ACI will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad ACI Customer's ’s primary listing. Covad ACI will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's ACI’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad ACI Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad ACI Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadACI. These distributions will be made for no additional charge. Covad ACI and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by ACI, BA will provide ACI with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 ACI shall provide BA with daily listing information on all new ACI Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. ACI will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with ACI. BA will provide ACI with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord ACI’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to ACI’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the ACI Customers are not separately identified as such; and provided further that ACI may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of ACI Customer listings. BA will also provide ACI, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide ACI with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 ACI will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that ACI has the right to place such listings on behalf of its Customers. ACI agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, ACI agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by ACI hereunder. 19.1.9 BA’s liability to ACI in the event of a BA error in or omission of a listing shall not exceed the amount of charges actually paid by ACI for such listing. In addition, ACI agrees to take, with respect to its own Customers, all reasonable steps to ensure that its and BA’s liability to ACI’s Customers in the event of a BA error in or omission of a listing shall be subject to the same limitations that BA’s liability to its own Customers are subject to. 19.1.10 Within thirty (30) business days of the Effective Date, BA agrees to meet with ACI and, if appropriate, arrange a meeting with a BA authorized Yellow Pages agent, to address issues regarding ACI customer referrals or questions pertaining to Yellow Pages listings.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad Commonwealth in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Commonwealth Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's Commonwealth’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Commonwealth will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Commonwealth Customer's ’s primary listing. Covad Commonwealth will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Commonwealth’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad Commonwealth Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad Commonwealth Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadCommonwealth. These distributions will be made for no additional charge. Covad Commonwealth and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by Commonwealth, BA will provide Commonwealth with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 Commonwealth shall provide BA with daily listing information on all new Commonwealth Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. Commonwealth will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with Commonwealth. BA will provide Commonwealth with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord Commonwealth’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to Commonwealth’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the Commonwealth Customers are not separately identified as such; and provided further that Commonwealth may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of Commonwealth Customer listings. BA will also provide Commonwealth, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide Commonwealth with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 Commonwealth will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that Commonwealth has the right to place such listings on behalf of its Customers. Commonwealth agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, Commonwealth agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by Commonwealth hereunder.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's primary listing Transwire’s Customers telephone numbers in all of its "“White Pages" ” and “Yellow Pages” directory listings (residence and business listingsincluding electronic directories) and "Yellow Pages" directory (business listings) that cover assistance databases associated with the address of the Customerareas in which Transwire provides services to such customers, and will distribute such directories to such customers, in an identical and transparent manner in which it provides those functions for its own customers’ telephone numbers. Listings of Covad's Transwire’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad Transwire will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Transwire Customer's ’s primary listing. Covad Transwire will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's Transwire’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include all Transwire NXX codes on appropriate existing calling charts in the Covad Customer's primary listing BA customer Guide section of the directory in BA's directory assistance database on the same basis that BA's manner as it provides this conformation for its own Customers are included, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1NXX Codes. 19.1.3 Transwire will provide BA with its directory listings and daily updates to those listings (including new, changed, and deleted listings) in a mutually agreed upon format at no charge. BA will distribute to Covad Customers copies provide Transwire with confirmation of their primary white pages and yellow pages directories at listing order activity within forty eight (48) hours. 19.1.4 BA will accord Transwire’s directory listing information the same time level of confidentiality which BA accords its own directory listing information, and on BA shall ensure that access to Transwire’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the Transwire Customers are not separately identified as such; and provided further that Transwire may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same basis that BA distributes primary directories to extent as it does for its own Customers. 19.1.5 BA will include, without charge, an Other Local Service Provider section in its Primary White and Primary White and Yellow Page Telephone Directories. When Transwire is operating with established end users in the geographic region covered by a specific White Page or Primary White and Yellow Page Directory, Transwire will be included, at its request, in the Other Local Service Provider section of that specific directory. Such listings shall appear in the manner agreed to by the Parties. Transwire telephone numbers for installation, repair and billing departments, and logo information that appears in the directory will be in accordance with BA’s generally applicable policies. 19.1.6 BA will provide Transwire with a report of all Transwire customer listings ninety (90) days prior to service order close date for that directory in such form and format as may be mutually agreed to by both parties. Both Parties shall use their best efforts to ensure the accurate listing of such information. BA will also deliver a reasonable number process any corrections made by Transwire with respect to its listings, provided such corrections are received prior to the close date of such directories to Covadthe particular directory. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers BA will provide such additional directories for appropriate advance notice of applicable close dates. 19.1.7 Yellow Page Maintenance BA will work cooperatively with Transwire so that Yellow Page advertisements purchased by customers who switch their service to Transwire (including customers utilizing Interim Telephone Number Portability) are maintained without interruption. BA will allow Transwire customers to purchase new yellow pages advertisements without discrimination, under the same charges applicable identical rates, terms and conditions that apply to comparable requests by BA CustomersBA’s customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad NEXTLINK Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad NEXTLINK or is retained by Covad NEXTLINK on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad NEXTLINK in accordance with the terms set forth herein. 19.1.1 BA will include the Covad NEXTLINK Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's NEXTLINK’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad NEXTLINK will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad NEXTLINK Customer's ’s primary listing. Covad NEXTLINK will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's NEXTLINK’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad NEXTLINK Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad NEXTLINK Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to CovadNEXTLINK. These distributions will be made for no additional charge. Covad NEXTLINK and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's ’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Customer's ’s primary listing. Covad will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's ’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by Covad, BA will provide Covad with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 Covad shall provide BA with daily listing information on all new Covad Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. Covad will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with Covad. BA will provide Covad with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord Covad’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to Covad’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the Covad Customers are not separately identified as such; and provided further that Covad may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of Covad Customer listings. BA will also provide Covad, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide Covad with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 Covad will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that Covad has the right to place such listings on behalf of its Customers. Covad agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, Covad agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by Covad hereunder.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "primary listing" shall mean such Customer's primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA Verizon will include the Covad AT&T Broadband Customer's ’s primary listing in its "the appropriate “White Pages" directory ” directories (residence and business listings) and "“Yellow Pages" directory ” directories (business listings) that cover the address of the Customer), as well as in any electronic directories in which Verizon’s own Customers are ordinarily included, and directory assistance databases, and will distribute such directories to such Customers in an identical manner in which it provides those functions for its own Customers. Listings of Covad's AT&T Broadband’s Customers will be interfiled with listings of BA's Verizon’s Customers and the Customers of other LECs included in the BA Verizon directories. Covad Where required, AT&T Broadband will pay BA a non-recurring charge as Verizon the charge(s) set forth in Exhibit A for providing such service for each Covad AT&T Broadband Customer's ’s primary listing. Covad AT&T Broadband will also pay BA's Verizon’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's AT&T Broadband’s Customers. BA Verizon will not require a minimum number of listings per order. 19.1.2 BA Upon request by AT&T Broadband, Verizon will also include make available to AT&T Broadband a directory list of relevant NXX codes, the Covad Customer's primary listing in BA's directory assistance database close dates, publishing data, yellow page headings and call guide close dates on the same basis that BA's as such information is provided to Verizon’s own Customers are includedbusiness offices, as well as in any electronic directories in which BA's Customers are ordinarily included, for no charge other than and within the charges identified in subsection 19.1.1same time frames to the extent required by Applicable Law. 19.1.3 BA AT&T Broadband shall provide Verizon with daily listing information on all new AT&T Broadband Customers in the format required by Verizon or a mutually-agreed upon industry standard format, at no charge. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. AT&T Broadband will distribute to Covad also provide Verizon with daily listing information showing Customers copies that have disconnected or terminated their service with AT&T Broadband. Verizon will provide AT&T Broadband with confirmation of their primary white pages and yellow pages directories at listing order activity, either through a verification report or a query on any listing which was not acceptable, within forty-eight (48) hours. 19.1.4 Verizon will accord AT&T Broadband’s directory listing information the same time level of confidentiality which Verizon accords its own directory listing information, and on Verizon shall ensure that access to AT&T Broadband’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that should it determine to do so, Verizon may use or license information contained in its directory listings for direct marketing purposes so long as the AT&T Broadband Customers are not separately identified as such; and provided further that AT&T Broadband may identify those of its Customers that request that their names not be sold for direct marketing purposes, and Verizon will honor such requests to the same basis extent as it does for its own Customers. 19.1.5 Both Parties shall use their commercially reasonable efforts to ensure the accurate listing of AT&T Broadband Customer listings. Verizon will provide AT&T Broadband with a report of all AT&T Broadband customer listings no less than ninety (90) days prior to the service order close date for that BA distributes primary directories directory. Verizon will process any corrections or additions made by AT&T Broadband with respect to its listings, provided such corrections or additions are received prior to the close date of the particular directory. Verizon will provide appropriate advance notice of applicable close dates. 19.1.6 AT&T Broadband will adhere to all practices, standards, and ethical requirements of Verizon with regard to listings, and, by providing Verizon with listing information, warrants to Verizon that AT&T Broadband has the right to place such listings on behalf of its Customers. Verizon will provide AT&T Broadband, upon request, a copy of the Verizon listings standards and specifications manual. AT&T Broadband agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, AT&T Broadband agrees to release, defend, hold harmless and indemnify Verizon from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of Verizon’s listing of the listing information provided by AT&T Broadband hereunder. 19.1.7 Verizon’s liability to AT&T Broadband in the event of a Verizon error in or omission of a listing shall not exceed the amount of charges actually paid by AT&T Broadband for such listing. In addition, AT&T Broadband agrees to take, with respect to its own Customers. BA will also deliver , all reasonable steps to ensure that its and Verizon’s liability to AT&T Broadband’s Customers in the event of a reasonable number Verizon error in or omission of such directories a listing shall be subject to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable limitations that Verizon’s liability to comparable requests by BA Customersits own Customers are subject to.

Directory Listings and Directory Distributions. In this subsection 19.1, references to a Covad Customer's "’s “primary listing" ” shall mean such Customer's ’s primary name, address, and telephone number, which number falls within the NXX codes directly assigned to Covad or is retained by Covad on the Customer's ’s behalf pursuant to LTNP arrangements with BA or any other carrier within the geographic area covered in the relevant BA directory. BA will, upon request, provide the following directory services to Covad in accordance with the terms set forth herein. 19.1.1 BA will include the Covad Customer's ’s primary listing in its "“White Pages" ” directory (residence and business listings) and "“Yellow Pages" ” directory (business listings) that cover the address of the Customer. Listings of Covad's ’s Customers will be interfiled with listings of BA's ’s Customers and the Customers of other LECs included in the BA directories. Covad will pay BA a non-recurring charge as set forth in Exhibit A for providing such service for each Covad Customer's ’s primary listing. Covad will also pay BA's ’s Tariffed charges, as the case may be, for additional and foreign white page listings and other white pages services for Covad's ’s Customers. BA will not require a minimum number of listings per order. 19.1.2 BA will also include the Covad Customer's ’s primary listing in BA's ’s directory assistance database on the same basis that BA's ’s own Customers are included, as well as in any electronic directories in which BA's ’s Customers are ordinarily included, for no charge other than the charges identified in subsection 19.1.1. 19.1.3 BA will distribute to Covad Customers copies of their primary white pages and yellow pages directories at the same time and on the same basis that BA distributes primary directories to its own Customers. BA will also deliver a reasonable number of such directories to Covad. These distributions will be made for no additional charge. Covad and its Customers may request additional directories from BA's ’s Directory Fulfillment Centers, which Centers will provide such additional directories for the same charges applicable to comparable requests by BA Customers. 19.1.4 Upon request by Xxxxx, BA will provide Covad with a directory list of relevant NXX codes, the close dates, publishing data, and call guide close dates on the same basis as such information is provided to BA’s own business offices. 19.1.5 Covad shall provide BA with daily listing information on all new Covad Customers in the format required by BA or a mutually-agreed upon industry standard format. The information shall include the Customer’s name, address, telephone number, the delivery address and number of directories to be delivered, and, in the case of a business listing, the primary business heading under which the business Customer desires to be placed, and any other information necessary for the publication and delivery of directories. Covad will also provide BA with daily listing information showing Customers that have disconnected or terminated their service with Covad. BA will provide Covad with confirmation of listing order activity within forty eight (48) hours. 19.1.6 BA will accord Covad’s directory listing information the same level of confidentiality which BA accords its own directory listing information, and BA shall ensure that access to Covad’s directory listing information will be used solely for the purpose of providing directory services; provided, however, that BA may use or license information contained in its directory listings for direct marketing purposes so long as the Covad Customers are not separately identified as such; and provided further that Covad may identify those of its Customers that request that their names not be sold for direct marketing purposes, and BA will honor such requests to the same extent as it does for its own Customers. 19.1.7 Both Parties shall use their best efforts to ensure the accurate listing of Covad Customer listings. BA will also provide Covad, upon request, a copy of the BA listings standards and specifications manual. In addition, BA will provide Covad with a listing of Yellow Pages headings and directory close schedules on an ongoing basis. 19.1.8 Covad will adhere to all practices, standards, and ethical requirements of BA with regard to listings, and, by providing BA with listing information, warrants to BA that Covad has the right to place such listings on behalf of its Customers. Covad agrees that it will undertake commercially practicable and reasonable steps to attempt to ensure that any business or person to be listed is authorized and has the right (i) to provide the product or service offered, and (ii) to use any personal or corporate name, trade name or language used in the listing. In addition, Xxxxx agrees to release, defend, hold harmless and indemnify BA from and against any and all claims, losses, damages, suits, or other actions, or any liability whatsoever, suffered, made, instituted, or asserted by any person arising out of BA’s listing of the listing information provided by Covad hereunder.