Common use of Effective Date Term and Termination Clause in Contracts

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date of this Agreement (the “Effective Date”) shall be ten (10) Days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18, 2007 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 4. 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 If pursuant to Section 4.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date of this Agreement (the “Effective Date”) shall be ten (10) Days after the upon Commission approves approval of this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18October 26, 2007 2006 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 4.. Page 21 of 88 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 If pursuant to Section 4.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering upon sixty (60) days written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all undisputed amounts owed under this Agreement prior to the receipt of such notice of termination or the expiration of the Agreement, subject to Section 6, “Dispute Resolution”." 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP ALLTEL shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP ALLTEL either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP ALLTEL shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP ALLTEL serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP ALLTEL shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSPALLTEL’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months 161st day after the date on which SBC-13STATE received WSPALLTEL’s Section 252(a)(1) request, at which time ALLTEL shall request an interim arrangement pursuant to 51.715 and SBC shall continue to offer services to ALLTEL pursuant to the Agreement terms, conditions and rates set forth in the interim arrangement. Upon request by ALLTEL, such interim arrangement shall terminate without further noticebe ALLTEL’s request to enter into SBC-13STATE’s then current interconnection agreement. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP ALLTEL withdraws its Section 252(a)(1) request, WSP ALLTEL must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP ALLTEL does not wish to pursue a successor agreement with SBC-13STATE SBC- 13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP ALLTEL serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATESBC- 13STATE's receipt of WSPALLTEL’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement.. Page 22 of 88 4.10 If WSP ALLTEL does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE SBC- 13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, oror 2) the expiration of ninety (90) Days after the date ALLTEL provided or received notice of expiration or termination. Thereafter, the Parties shall have no further obligations under this Agreement except as provided in Section 4.5 above. 4.11 For any Interconnection arrangements covered by this Agreement that may already be in place, the Parties agree that, once this Agreement is deemed effective, the rates contained in Attachment I shall be applied to those arrangements. To the extent that a Party is not able to bill the new rates for the pre- existing Interconnection arrangements on the Effective date, the parties agree that, once billing is possible, the rate will be applied to the pre-existing Interconnection arrangements retroactively to the Effective date of this Agreement. 4.12 The Parties agree to continue uninterrupted service under this agreement during negotiations of a subsequent agreement. This agreement will continue in effect until the subsequent agreement becomes effective, subject to Section 4.3.

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date of this 21.1 This Agreement (the “Effective Date”) shall be effective not later than ten (10) Days days after approval by the Oklahoma Commission approves this when it has determined that the Agreement under Section 252(e) complies with Sections 251 and 252 of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) ("Effective Date"). 21.2 The terms of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 The term of this Agreement shall will commence upon approval by the Effective Date of this Agreement Oklahoma Corporation Commission and shall will expire on April 18August 1, 2007 2000 (the “"Term”"). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, within one hundred-eighty notice from the other Party at least sixty (18060) Days days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party Term of such written noticethis Agreement, this Agreement shall automatically renew and remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 421.4. 4.3 Notwithstanding any other provision of this Agreement, either 21.3 Either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, Agreement in the event that the other Party (1) fails to perform a material obligation or breaches a material term that disrupts the operation of this Agreement either Party's network and/or end user service and (2) fails to cure such material nonperformance or breach within forty-five (45) Days days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 21.4 If pursuant to Section 4.2, 21.2 this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement one hundred eighty (180) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6Section 21.5. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 21.4 other than its obligations under Sections 4.5 and 4.6Section 21.5. 4.5 21.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4this Section 21.0: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each (a) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement, subject to Section 6, “Dispute Resolution”.; and 4.6 If SBC-13STATE serves notice of (b) each Party 's indemnification obligations shall survive. Upon expiration or termination pursuant the Parties will negotiate a successor agreement; during such period, each Party shall continue to Section 4.2 or Section 4.4, respectively, WSP shall perform its obligations and provide SBC-13STATE written confirmation, within ten (10) Days, the services described herein that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action are to be taken for each affected agreement identified included in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) requestuntil such time as the latter agreement becomes effective; provided however, that if the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of are unable to reach agreement within six (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (106) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to termination or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, either Party has the right to submit this matter to the Commission for resolution. Until a survivor agreement is reached or 2) the expiration of ninety (90) Days after Commission resolves the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If matter, whichever is sooner, the Term of this Agreement has expiredterms, conditions, rates, and charges stated herein will continue to apply, subject to a true-up based on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i)action, the Parties shall, have no further obligations under this Agreement except those if any. 21.6 Except as specifically set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, orno remedy set forth herein is intended to be exclusive and each and every remedy shall be cumulative and in addition to any other rights or remedies now or hereafter existing under applicable law or otherwise.

Effective Date Term and Termination. 4.1 In SBC-13STATEAT&T-13STATE, with the exception of SBCAT&T-OHIO, the effective date of this Agreement (the “Effective Date”) shall be ten (10) Days days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBCAT&T-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day day after filing. 4.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18August 17, 2007 2009 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 4Section. 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 If pursuant to Section 4.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 3635, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date of this Agreement (the “Effective Date”) shall be ten (10) Days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18January 31, 2007 2006 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 4. 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 If pursuant to Section 4.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date 5.1 This Effective Date of this Agreement (the “Effective Date”) shall be ten (10) Days calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 5.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 1810, 2007 2002 (the “Term”). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, notice from the other Party within one hundred-eighty (180) Days 180 calendar days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 45.3 or 5.4. 4.3 5.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, Agreement and the provision of Interconnection and servicesany Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) the other Party fails to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Should Any termination of this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the nonperforming or breaching other Party fail that it failed to cure such nonperformance or breach within forty-five (45) Days calendar days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 notice thereof. If pursuant to Section 4.25.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 5.5 and 4.65.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 5.4 other than its obligations under Sections 4.5 5.5 and 4.65.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date of this 22.1 This Agreement (the “Effective Date”) shall be effective ten (10) Days days after approval by the Commission approves this when it has determined that the Agreement under Section 252(e) complies with Sections 251 and 252 of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing("Effective Date"). 4.2 22.2 The initial term of this Agreement shall be one (1) year (the "Term") which shall commence upon on the Effective Date of this Agreement and shall expire on April 18, 2007 Execution. Absent the receipt by one Party of written notice from the other Party at least sixty (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (18060) Days days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party Term of such written noticethis Agreement, this Agreement shall automatically renew and remain in full force and effect on and after the expiration of the TermTerm until terminated by either Party pursuant to Section 22.3, subject to the provisions of this Section 4below. 4.3 Notwithstanding any other provision of this Agreement, either 22.3 Either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, Agreement in the event that the other Party (1) fails to perform a material obligation or breaches a material term that disrupts the operation of this Agreement either Party's network and/or end user service and (2) fails to cure such material nonperformance or breach within forty-five (45) Days days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 22.4 If pursuant to Section 4.222.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6Section 22.5, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 22.4 other than its obligations under Sections 4.5 and 4.6Section 22.5, below. 4.5 22.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2this Section 22.0, 4.3 or 4.4above: 4.5.1 Each (a) each-Party shall continue to comply immediately with its obligations set forth in Section 3630.6, “Survival of Obligations”below; and 4.5.2 Each (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement, subject to Section 6, “Dispute Resolution”; and (c) each Party 's indemnification obligations shall survive. 4.6 22.6 If SBC-13STATE serves notice of upon expiration or termination pursuant termination, the Parties are negotiating a successor agreement; during such period, each Party shall continue to Section 4.2 or Section 4.4, respectively, WSP shall perform its obligations and provide SBC-13STATE written confirmation, within ten (10) Days, the services described herein that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action are to be taken for each affected agreement identified included in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) requestuntil such time as the latter agreement becomes effective; provided however, that if the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of are unable to reach agreement within six (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (106) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to termination or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, either Party has the right to submit this matter to the Commission for resolution. Until a survivor agreement is reached or 2) the expiration of ninety (90) Days after Commission resolves the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If matter, whichever is sooner, the Term of this Agreement has expiredterms, conditions, rates, and charges stated herein will continue to apply, subject to a true-up based on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i)action, the Parties shall, have no further obligations under this Agreement except those if any. 22.7 Except as set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided 28.5, below, no remedy set forth in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement is intended to be exclusive and each and every remedy shall continue be cumulative and in full force and effect until the later of 1) the expiration of the Term of this Agreement, oraddition to any other rights or remedies now or hereafter existing under applicable law or otherwise.

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date 5.1 This Effective Date of this Agreement (the “Effective Date”) shall be ten (10) Days calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 5.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18, 2007 10/30/01 (the “Term”). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, notice from the other Party within one hundred-eighty (180) Days 180 calendar days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 45.3 or 5.4. 4.3 5.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, Agreement and the provision of Interconnection and servicesany Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) the other Party fails to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Should Any termination of this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the nonperforming or breaching other Party fail that it failed to cure such nonperformance or breach within forty-five (45) Days calendar days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 notice thereof. If pursuant to Section 4.25.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 5.5 and 4.65.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 5.4 other than its obligations under Sections 4.5 5.5 and 4.65.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date 5.1 The “Effective Date” of this Agreement (the “Effective Date”) shall be ten (10) Days calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 5.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18, 2007 two years plus 90 days (the “Term”). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, notice from the other Party within one hundred-eighty (180) Days 180 calendar days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 45.3 or 5.4. 4.3 5.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, Agreement and the provision of Interconnection and servicesany Resale Service, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) the other Party fails to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Should Any termination of this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the nonperforming or breaching other Party fail that it failed to cure such nonperformance or breach within forty-five (45) Days calendar days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination noticenotice thereof. 4.4 5.4 If pursuant to Section 4.25.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.65.5 through 5.9. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 5.4 other than its obligations under Sections 4.5 5.5 and 4.65.6. 4.5 5.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4this Section 5: 4.5.1 5.5.1 Each Party shall continue to comply with its obligations set forth in Section 36Sections 14, “Survival of Obligations”16 and 29; and 4.5.2 5.5.2 Each Party shall promptly pay all amounts owed under this AgreementAgreement and, subject to if applicable, place any Disputed Amounts into an escrow account that complies with Section 6, “Dispute Resolution”8.4.5 hereof. 4.6 5.6 If SBC-13STATE either Party serves notice of expiration or termination pursuant to Section 4.2 5.2 or Section 4.45.4, respectively, WSP CLEC shall provide SBC-13STATE written confirmation, within have ten (10) Days, that WSP either wishes calendar days to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also provide SBC ILLINOIS written confirmation if CLEC wishes to pursue a successor agreement with SBC-13STATESBC ILLINOIS or instead affirmatively state that CLEC does not wish to pursue a successor agreement with SBC ILLINOIS for a given state and allow its relationship with SBC ILLINOIS to terminate co-terminus with this Agreement. CLEC shall identify the action to be taken. If CLEC wishes to pursue a successor agreement with SBC ILLINOIS, WSP CLEC shall include attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE, or adopt an agreement, SBC ILLINOIS under Sections 251/252 of the Act and identify which state(s) the successor agreement will coverAct. Upon receipt of WSPCLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The 5.7 If CLEC does issue its Section 252(a)(1) request pursuant to Section 5.6, the rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or Act and (ii) the date that is ten (10) months after the date on which SBC-13STATE SBC ILLINOIS received WSPCLEC’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 5.8 If at any time during the CLEC withdraws its Section 252(a)(1) negotiation process (request prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given stateSBC ILLINOIS. The If CLEC withdraws its Section 252(a)(1) request prior to the expiration of the Term, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this AgreementTerm, or and 2) the expiration of date that is ninety one (9091) Days calendar days after the date WSP serves CLEC provides notice of withdrawal of its Section 252(a)(1) request. If CLEC withdraws its Section 252(a)(1) request after the expiration of the Term then the terms and conditions of this Agreement has expired, on shall continue in full force and effect until the earlier of (i) the ninety-first (91st) Day calendar day following SBC-13STATESBC ILLINOIS's receipt of WSP’s CLEC's notice of withdrawal of its Section 252(a)(1) request or and (ii) the effective date of the successor agreement following approval that is adopted by the Commission CLEC under Section 252(i) of the adoption Act. 5.6 after receipt of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in SBC-owned ILEC’s notice of expiration or termination pursuant to Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above5.2, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term. If the Term has expired when CLEC receives notice of termination from SBC ILLINOIS pursuant to Section 5.4 and CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC ILLINOIS as described in Section 5.6, then the rates, terms and conditions of this Agreement, orAgreement shall continue in full force and effect until the date that is ninety-one (91) days after CLEC received notice of termination from SBC ILLINOIS under Section 5.4.

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date of this 22.1 This Agreement (the “Effective Date”) shall be effective ten (10) Days days after approval by the Kansas Commission approves this when it has determined that the Agreement under Section 252(e) complies with Sections 251 and 252 of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing("Effective Date"). 4.2 22.2 The initial term of this Agreement shall be one (1) year (the "Term") which shall commence upon on the Effective Date of this Agreement and shall expire on April 18, 2007 Execution. Absent the receipt by one Party of written notice from the other Party at least sixty (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (18060) Days days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party Term of such written noticethis Agreement, this Agreement shall automatically renew and remain in full force and effect on and after the expiration of the TermTerm until terminated by either Party pursuant to Section 22.3, subject to the provisions of this Section 4below. 4.3 Notwithstanding any other provision of this Agreement, either 22.3 Either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, Agreement in the event that the other Party (1) fails to perform a material obligation or breaches a material term that disrupts the operation of this Agreement either Party's network and/or end user service and (2) fails to cure such material nonperformance or breach within forty-five (45) Days days after written notice thereof. Should The Party receiving notice of such violation may invoke the nonperforming or breaching Party fail to cure within Dispute Resolution procedures of this Agreement and such forty-five (45) Days after such written noticeday period shall not begin to run until the Dispute Resolution procedures are completed, provided however, that in the event the Party giving notice of the violation reasonably believes the alleged violation of the Agreement is causing imminent network harm or significantly interfering with the Party's ability to serve its customers, the noticing Party may discontinue or refuse to provide service as provided for in Section 21.4 but either Party may thereafter terminate this Agreement immediately upon delivery of a written termination noticeinvoke the Dispute Resolution procedures. 4.4 22.4 If pursuant to Section 4.222.2, above, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement ninety (90) days after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6Section 22.5, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 22.4 other than its obligations under Sections 4.5 and 4.6Section 22.5, below. 4.5 22.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2this Section 22.0, 4.3 or 4.4above: 4.5.1 Each (a) each Party shall continue to comply immediately with its obligations set forth in Section 3630.6.2, “Survival of Obligations”below; and 4.5.2 Each (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement; and (c) each Party 's indemnification obligations shall survive. GENERAL TERMS AND CONDITIONS - KS PAGE 32 OF 50 SWBT/BIRCH TELECOM OF KANSAS, subject INC. 100198 22.6 In the event the Agreement would otherwise terminate (other than by being superseded by a new agreement between the Parties), CLEC may elect to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice continue to operate under the terms and conditions of expiration the Agreement (or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within upon such other terms and conditions as the Parties may agree) during a holdover period as herein described ("Holdover Period") provided CLEC complies with the steps detailed herein. Within ten (10) Daysdays of receiving notice of termination from SWBT, that WSP either wishes to (1) commence CLEC shall send a request for negotiations with SBC-13STATE, or adopt an agreement, for a new agreement under Sections 251/252 251 and 252 of the Communications Act, or (2) terminate its Agreement. WSP shall identify CLEC may then operate under the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier Parties reach agreement or have completed the processes provided for in Section 252 of (i) the effective date of its successor Communications Act provided that if the Parties have not reached agreement, whether such successor CLEC must seek arbitration at the earliest time permitted under Section 252. In any event, SWBT may not terminate this Agreement while any agreement between the Parties that would supersede this Agreement is established via negotiation, arbitration or pursuant to Section 252(i) of pending approval at the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further noticeCommission. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those 22.7 No remedy set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement is intended to be exclusive and each and every remedy shall continue be cumulative and in full force and effect until the later of 1) the expiration of the Term of this Agreement, oraddition to any other rights or remedies now or hereafter existing under applicable law or otherwise.

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date 5.1 This Effective Date of this Agreement (the “Effective Date”) shall be ten (10) Days calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 5.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18May 1, 2007 2002 (the “Term”). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, notice from the other Party within one hundred-eighty (180) Days 180 calendar days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 45.3 or 5.4. 4.3 5.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, Agreement and the provision of Interconnection and servicesany Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) the other Party fails to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Should Any termination of this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the nonperforming or breaching other Party fail that it failed to cure such nonperformance or breach within forty-five (45) Days calendar days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 notice thereof. If pursuant to Section 4.25.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 5.5 and 4.65.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 5.4 other than its obligations under Sections 4.5 5.5 and 4.65.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-SBC OHIO, the effective date of this Agreement (the “Effective Date”) shall be ten (10) Days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-SBC OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day after filing. 4.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18May 7, 2007 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 4. 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 If pursuant to Section 4.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE written confirmation, within ten (10) Days, that WSP either wishes to (1) commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day following SBC-13STATE's receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or

Effective Date Term and Termination. 4.1 In SBC-13STATEAT&T-13STATE, with the exception of SBCAT&T-OHIO, the effective date of this Agreement (the “Effective Date”) shall be ten (10) Days days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBCAT&T-OHIO, based on PUC-OH rule, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day day after filing. 4.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18February 9, 2007 2011 (the “Term”). This Agreement shall expire if either Party provides written notice, within one hundred-eighty (180) Days days prior to the expiration of the Term, to the other Party to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject to the provisions of this Section 4Section. 4.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, and the provision of Interconnection and services, in the event the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) fails to cure such nonperformance or breach within forty-five (45) Days days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days days after such written notice, the noticing Party may thereafter terminate this Agreement immediately upon delivery of a written termination notice. 4.4 If pursuant to Section 4.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 other than its obligations under Sections 4.5 and 4.6. 4.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4: 4.5.1 Each Party shall continue to comply with its obligations set forth in Section 3635, “Survival of Obligations”; and 4.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Section 6, “Dispute Resolution”. 4.6 If SBC-13STATE AT&T-13STATE serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, respectively, WSP shall provide SBC-13STATE AT&T-13STATE written confirmation, within ten (10) Daysdays, that WSP either wishes to (1) commence negotiations with SBC-13STATEAT&T-13STATE, or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreement. WSP shall identify the action to be taken for each affected agreement identified in SBC-13STATEAT&T-13STATE’s notice. 4.7 If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also wishes to pursue a successor agreement with SBC-13STATEAT&T-13STATE, WSP shall include a written request to commence negotiations with SBC-13STATEAT&T-13STATE, or adopt an agreement, under Sections 251/252 of the Act and identify which state(s) the successor agreement will cover. Upon receipt of WSP’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE AT&T-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP does not wish to pursue a successor agreement with SBC-13STATE AT&T-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) Days days after the date WSP serves notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day day following SBC-13STATE's AT&T-13STATE’s receipt of WSP’s notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this Agreement. 4.10 If WSP does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE AT&T- 13STATE as provided in Section 4.6 or Section 4.7 above, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, oror 2) the expiration of ninety (90) days after the date WSP provided or received notice of expiration or termination. Thereafter, the Parties shall have no further obligations under this Agreement except as provided in Section 4.5 above. 4.11 In the event of expiration or termination of this Agreement when there is no successor agreement between AT&T-13STATE and WSP, AT&T-13STATE and WSP shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided, WSP shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users are transitioned to another Telecommunications Carrier, if applicable.

Effective Date Term and Termination. 4.1 5.1 In SBC-13STATE, with the exception of SBC-SBC OHIO, the effective date Effective Date of this Agreement (the “Effective Date”) shall be ten (10) Days calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-SBC OHIO, based on the PUC-OH ruleOH, the Agreement is effective Effective upon filing and is deemed approved by operation of law on the 91st Day day after filing. Each Party agrees to cooperate with the other and to promptly seek such Commission approval following the execution of this Agreement. 4.2 5.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and shall expire on April 18March 7, 2007 2008 (the “Term”). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, notice from the other Party within one hundred-eighty (180) Days 180 calendar days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 45.3 or 5.4. 4.3 5.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, Agreement and the provision of Interconnection and servicesany Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) the other Party fails to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Should Any termination of this Agreement pursuant to this Section 5.3 shall take effect immediately upon delivery of written notice to the nonperforming or breaching other Party fail that it failed to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Except as otherwise provided in this Agreement, if, within such written noticeforty-five (45) day period, a Party disputes the noticing Party may thereafter terminate this Agreement immediately upon delivery notice of a written termination, and the issue has not already been address through dispute resolution, then termination noticewill not take effect unless and until such dispute is resolved in accordance with Section 10 herein. 4.4 5.4 If pursuant to Section 4.25.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 5.5 and 4.65.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 5.4 other than its obligations under Sections 4.5 5.5 and 4.65.6. 4.5 5.5 Upon termination or expiration of this Agreement in accordance with Sections 4.25.2, 4.3 5.3 or 4.45.4: 4.5.1 5.5.1 Each Party shall continue to comply with its obligations set forth in Section 36, “Survival of Obligations”42; and 4.5.2 5.5.2 Each Party shall promptly pay all amounts owed under this Agreement, subject to Agreement or place any Disputed Amounts into an escrow account that complies with Section 6, “Dispute Resolution”8.4 hereof; 5.5.3 Each Party's confidentiality obligations shall survive; and 5.5.4 Each Party 's indemnification obligations shall survive. 4.6 5.6 If SBC-13STATE either Party serves notice of expiration or termination pursuant to Section 4.2 5.2 or Section 4.45.4, respectively, WSP CLEC shall provide SBC-13STATE written confirmation, within have ten (10) Days, that WSP either calendar days to provide SBC-13STATE written confirmation if CLEC wishes to (1) commence negotiations pursue a successor agreement with SBC-13STATE, SBC- 13STATE or adopt an agreement, under Sections 251/252 of the Act, or (2) terminate its Agreementagreement. WSP CLEC shall identify the action to be taken for on each affected agreement identified in SBC-13STATE’s notice. 4.7 applicable (13) state(s). If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also CLEC wishes to pursue a successor agreement with SBC-13STATE, WSP CLEC shall include attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE, or adopt an agreement, SBC-13STATE under Sections 251/252 of the Act and identify which each of the state(s) the successor agreement will cover. Upon receipt of WSPCLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The 5.7 If a Section 252(a)(1) request is provided in accordance with Section 5.6, the rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier effective date of a successor agreement established (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration by negotiation or pursuant to Section 252(i) of the Act within 160 days of SBC- 13STATE’s receipt of the Section 252(a)(1) request (if no arbitration petition is filed within such timeframe in accordance with Section 252 of the Act); (ii) by negotiation or pursuant to Section 252(i) of the Act in the course of an arbitration proceeding to establish the successor agreement in accordance with Section 252 of the Act; or (iiiii) by arbitration in accordance with Section 252 of the date that is ten (10) months after the date on which SBC-13STATE received WSP’s Section 252(a)(1) request, at which time the Agreement shall terminate without further noticeAct. 4.9 5.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), WSP CLEC withdraws its Section 252(a)(1) request, WSP CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term term of this Agreement, or 2) the expiration of ninety (90) Days calendar days after the date WSP serves CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) Day calendar day following SBC-13STATE's receipt of WSP’s CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 5.5 of this Agreement. 4.10 5.9 If WSP CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE in its, as provided in Section 4.6 applicable, notice of expiration or Section 4.7 abovetermination or the written confirmation required after receipt of the SBC-owned ILEC’s notice of expiration or termination, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, oror 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 5.5 of this Agreement. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 4.1 In SBC-13STATE, with the exception of SBC-OHIO, the effective date 5.1 The “Effective Date” of this Agreement (the “Effective Date”) shall be as follows: For Illinois, Indiana, Michigan, Missouri, and Texas: This Agreement shall be filed with and is subject to approval by the applicable state Commission and shall become effective ten (10) Days after days following approval by such Commission. For Ohio: Based on the Public Utilities Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In SBC-OHIO, based on PUC-OH ruleOhio Rules, the Agreement is effective upon filing and is deemed approved by operation of law on the 91st Day day after filing. For California: Pursuant to Resolution ALJ 257, this filing will become effective, absent rejection of the Advice Letter by the Commission, upon thirty (30) days after the filing date of the Advice Letter to which this Agreement is appended. For Wisconsin: Pursuant to Wisconsin Statute § 196.40, this Agreement shall become effective ten (10) days after the mailing date of the final order approving this Agreement. 4.2 5.2 The term of this Agreement shall commence upon the Effective Date of this Agreement as provided in Section 5.1 hereof, and shall expire on April 18October 21, 2007 2019 (the “Term”). This Agreement shall expire if either Absent the receipt by one Party provides of written notice, notice from the other Party within one hundred-eighty (180) Days 180 calendar days prior to the expiration of the Term, to the other Party Term to the effect that such Party does not intend to extend the Term. Absent the receipt by one Party of such written notice, this Agreement shall remain in full force and effect on and after the expiration of the Term, subject Term until terminated by either Party pursuant to the provisions of this Section 45.3 or 5.4. 4.3 5.3 Notwithstanding any other provision of this Agreement, either Party (at its sole discretion) may terminate this Agreement, Agreement and the provision of Interconnection and servicesany Resale Service, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party (1) fails to perform a material obligation or breaches a material term of this Agreement and (2) the other Party fails to cure such nonperformance or breach within forty-five (45) Days calendar days after written notice thereof. Should the nonperforming or breaching Party fail to cure within forty-five (45) Days after such written notice, the noticing Party may thereafter terminate Any termination of this Agreement immediately upon delivery of a written termination notice.pursuant to this Section 5.3 shall take 4.4 5.4 If pursuant to Section 4.25.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice to the other Party of its intention to terminate this Agreement, subject to Sections 4.5 and 4.65.5 through 5.9. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 4.4 5.4 other than its obligations under Sections 4.5 5.5 and 4.65.6. 4.5 5.5 Upon termination or expiration of this Agreement in accordance with Sections 4.2, 4.3 or 4.4this Section 5: 4.5.1 5.5.1 Each Party shall continue to comply with its obligations set forth in Section 36Sections 14, “Survival of Obligations”16 and 29; and 4.5.2 5.5.2 Each Party shall promptly pay all amounts owed under this AgreementAgreement and, subject to if applicable, place any Disputed Amounts into an escrow account that complies with Section 6, “Dispute Resolution”.8.4.5 hereof 4.6 5.6 If SBC-13STATE at any time within one hundred and eighty (180) days before the expiration of the term either party serves a notice of expiration, or at any time after expiration or of the term, either Party serves a notice of termination pursuant to Section 4.2 or Section 4.45.4, respectively, WSP CLEC shall provide SBC-13STATE written confirmation, within have ten (10) Days, that WSP either calendar days to provide AT&T-21STATE written confirmation if CLEC wishes to (1) commence negotiations pursue a successor agreement with SBC-13STATE, AT&T-21STATE or adopt an agreement, under Sections 251/252 of the Act, or (2) instead affirmatively state that CLEC does not wish to pursue a successor agreement with AT&T-21STATE for a given state and allow its relationship with AT&T-21STATE to terminate its co-terminus with this Agreement. WSP CLEC shall identify the action to be taken for in each affected agreement identified in SBC-13STATE’s notice. 4.7 of the applicable state(s). If WSP serves notice of expiration or termination pursuant to Section 4.2 or Section 4.4, and also CLEC wishes to pursue a successor agreement with SBC-13STATEAT&T-21STATE, WSP CLEC shall include attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE, or adopt an agreement, AT&T- 21STATE under Sections 251/252 of the Act and identify which each of the state(s) to which the successor agreement will coverapply. Upon receipt of WSPCLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 4.8 The 5.7 If CLEC does issue its Section 252(a)(1) request pursuant to Section 5.6, the rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received WSP’s . 5.8 If CLEC withdraws its Section 252(a)(1) request, at which time the Agreement shall terminate without further notice. 4.9 If at any time during the Section 252(a)(1) negotiation process (request prior to or after the expiration date or termination date of this Agreement), WSP withdraws its Section 252(a)(1) request, WSP CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that WSP CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given stateAT&T-21STATE. The If CLEC withdraws its Section 252(a)(1) request prior to the expiration of the Term, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the Term of this AgreementTerm, or and 2) the expiration of date that is ninety one (9091) Days calendar days after the date WSP serves CLEC provides notice of withdrawal of its Section 252(a)(1) request. If CLEC withdraws its Section 252(a)(1) request after the expiration of the Term then the terms and conditions of this Agreement has expired, on shall continue in full force and effect until the earlier of (i) the ninety-first (91st) Day calendar day following SBC-13STATE's AT&T-21STATE’s receipt of WSP’s CLEC's notice of withdrawal of its Section 252(a)(1) request or and (ii) the effective date of the successor agreement following approval that is adopted by the Commission CLEC under Section 252(i) of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 4.5 of this AgreementAct. 4.10 5.9 If WSP CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE AT&T-21STATE in its, as provided applicable, notice of expiration or termination or the written confirmation described in Section 4.6 5.6 after receipt of the AT&T-owned ILEC’s notice of expiration or termination pursuant to Section 4.7 above5.2, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term. If the Term has expired when CLEC receives notice of termination from AT&T-21STATE pursuant to Section 5.4 and CLEC does not affirmatively state that it wishes to pursue a successor agreement with AT&T-21STATE as described in Section 5.6, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the date that is ninety-one (91) days after CLEC received notice of termination from AT&T-21STATE under Section 5.4. 5.10 In the event of termination of this Agreement pursuant to Section 5.9, AT&T-21STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement, or.