Common use of Effective Date Term and Termination Clause in Contracts

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE8.1 This Agreement shall be effective as of May 1, with 2006 (the exception of AT&T OHIO, "Effective Date") subject to execution by the Effective Date Parties and pending approval by the Commission. 8.2 The initial term of this Agreement shall be ten two (102) calendar days after years from the Commission approves this effective date and shall then automatically renew on a year-to-year basis. The Agreement under Section 252(e) may be terminated by either party at the end of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a initial term (Termor any renewal term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of providing written notice from of termination to the other Party within 180 calendar at least sixty (60) days prior to in advance of the expiration of the Term initial term or any renewal term thereof. In the event such notice of termination is provided, and either party requests in good faith to renegotiate a successor agreement under the effect that such Party does not intend to extend provisions of the TermAct, this Agreement shall remain in full force and effect on and after until replaced by the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4successor agreement. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 8.3 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4this Section: 7.5.1 Each (a) each Party shall continue to comply immediately with its obligations set forth in Section 42, Scope of this Agreement; andabove; 7.5.2 Each (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereofAgreement; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each (c) each Party's indemnification obligations shall survivesurvive termination or expiration of this Agreement. 7.6 If 8.4 The arrangements pursuant to this Agreement including the provision of services or facilities shall immediately terminate upon the suspension, revocation or termination by other means of either Party’s authority to provide services. For [LEC], authority involves the provision of local exchange or exchange access services. For XXXXXX, authority involves the provision of CMRS services under license from the Federal Communications Commission. 8.5 The services and facilities arrangements pursuant to this Agreement may be terminated by either Party serves upon not less than thirty (30) days’ written notice of expiration to the other Party for failure to pay undisputed amounts on the dates or at times specified for the facilities and services furnished pursuant to Section 7.2 this Agreement. 8.6 Either Party may terminate this Agreement in whole or Section 7.4in part in the event of a default by the other Party provided however, CLEC shall have tenthat the non-defaulting Party notifies the defaulting Party in writing of the alleged default and that the defaulting Party does not cure the alleged default within thirty (30) calendar days of receipt of written notice thereof. Default is defined to include: (a) A Party’s insolvency or the initiation of bankruptcy or receivership proceedings by or against the Party; or (b) A Party’s refusal or failure in any material respect properly to perform its obligations under this Agreement, or the violation of any of the material terms and conditions of this Agreement.

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date 1.1 The effective date ("EFFECTIVE DATE") of this Agreement shall be ten (10) calendar days after the Commission approves date first above written. 1.2 The term of this Agreement under Section 252(e("TERM") of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based commences on the PUC-OHEffective Date, and unless the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 1.3 or 7.41.4, it shall continue in force until "Completion Date" (as defined in Section 3.2). 7.3 Notwithstanding any other provision of this Agreement, either Party 1.3 Each party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that (effective immediately upon written notice) if the other Party fails to perform a material obligation or party materially breaches a material term any provision of this Agreement if such breach continues and the other Party fails to cure such nonperformance or breach is not cured within forty-five (45) calendar days [***] after written notice thereofthereof by the non-breaching party, including the nature of the breach upon which such notice is based. SVI may terminate this Agreement upon written notice to Customer if Customer fails to pay, within [***] of a Payment Date, any amount payable hereunder. SVI may suspend its performance of services under the terms of this Agreement pending receipt of such payment. Any such termination by SVI shall not affect SVI and Customer's respective rights with respect to any Deliverables and/or Professional Services delivered or performed and fully paid during the Term. 1.4 Customer may terminate this Agreement during the Term (a) upon written notice to SVI after [***] prior written notice, provided that Customer shall remain obligated to pay to SVI all amounts due SVI to such termination date (b) upon [***] written notice to SVI after a change of control (as defined in Section 13.1), or (c) on the occurrence of any of the following: (i) an assignment by SVI for the benefit of creditors; (ii) the appointment of a trustee or receiver for substantially all of SVI's assets; or (iii) to the extent termination is enforceable under the U.S. Bankruptcy Code, a proceeding in bankruptcy is instituted against SVI which is acquiesced in, is not dismissed within [***], or results in an adjudication of bankruptcy. 1.5 After expiration or termination of this Agreement pursuant for any reason, other than related to this Section 7.3 Customer's breach, SVI shall take effect immediately upon delivery promptly deliver any partially-created Deliverable that exists as of written notice the expiration or termination date; provided that Customer pays SVI all amounts then due SVI. Upon delivery, such Deliverable shall be considered a "Deliverable" for all purposes hereunder. 1.6 Subject to each party's rights, remedies and defenses relating to any breach by the other Party that it failed party, the provisions of Sections 1.5, 1.6, 6 (with respect to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, this Agreement continues Deliverables delivered 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 7.5 and 7.6. Neither Party Section 1.5), 9.1 (with respect to fees accrued prior to expiration or termination), 9.3, 12.2(a), 12.3-12.7, 14-33 shall have any liability to the other Party for survive expiration or termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth (including the Revenue Sharing Term in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place 17.1) for any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have tenreason. [***] = Confidential Treatment Requested

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this 20.1 This Agreement shall be ten effective (10“Effective Date”) calendar days after upon approval by the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 20.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party within at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the TermTerm of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 20.3 or 7.420.5, below. 7.3 Notwithstanding 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, Party in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 7.4 20.4 If pursuant to Section 7.220.2, 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 7.5 Section 20.5 and 7.620.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 20.4 other than its obligations under Sections 7.5 Section 20.5 and 7.620.6, below. 7.5 20.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2this Section 20.2, 7.3 20.3 or 7.420.4, above: 7.5.1 Each (a) each Party shall continue to comply with its obligations set forth in Section 4254, Scope of this Agreementbelow; and 7.5.2 Each (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement Agreement; or place any Disputed Amounts into an escrow account that complies with Section 10.4 44.4 hereof;; and 7.5.3 (c) Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party(d) each Party 's indemnification obligations shall survive. 7.6 20.6 If either Party serves notice of expiration pursuant to Section 7.2 20.2 or Section 7.420.4, CLEC shall have tentwenty (20) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 20.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations are in progress or arbitration has been demanded provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 20.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 20.5 of this Agreement. 20.9 If CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE in its, as applicable, notice of expiration or termination or the written confirmation required after receipt of the SBC-owned ILEC’s notice of expiration or termination, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 7.1 In AT&T-13STATE18.1. This Contract shall come into effect on the date of approval noted on the approval certificate issued by the relevant governmental authority. 18.2. The term of this Contract shall be fifty (50) years, commencing from the Date of Establishment of the JVC. Upon expiry of the Joint Venture Term, the Parties may consult to each other and decide to apply for extension of the Joint Venture Term. [**] Certain information in this document has been omitted and filed separately with the exception of AT&T OHIO, Securities and Exchange Commission. If the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend Investing Parties unanimously agree to extend the Joint Venture Term, this Agreement shall remain in full force and effect on and after a resolution to that effect is adopted at a Board meeting, a written application shall be submitted to the expiration Examination and Approval Authority six (6) months prior to expiry of the Term until terminated by either Party pursuant to Section 7.3 or 7.4Joint Venture Term. The term shall be extended only upon approval of such application. The procedures for amendment of registration shall be carried out with the registration authority. 7.3 Notwithstanding any other provision of this Agreement18.3. If both Investing Parties consider it to be in their best interests to terminate the JVC, either Party they may terminate this Agreement the JVC early. In the case of such early termination, a resolution to that effect shall be adopted by unanimous approval of all Directors in attendance at a Board meeting, and such early termination shall be reported to the provision Examination and Approval Authority for approval. 18.4. This Contract may be terminated prior to expiry if: (1) Party A or Party B becomes bankrupt, shutdown or is liquidated; or a major portion of its property connected with the JVC’s business is acquired, arrested, appropriated or requisitioned by any Interconnectionthird party; or such portion of its property has been taken over control by an appointed receiver. In each case above, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of Party affected may terminate the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of Contract by giving written notice to the other Party that it failed to cure such nonperformance or breach within forty-five Party. Such termination shall take effect thirty (4530) calendar days after written notice thereofthe date next following date of receipt of the termination notice. 7.4 If pursuant to Section 7.2, this Agreement continues in full force and effect after the expiration of the Term, (2) either Party may terminate materially breaches any provision of this Agreement after delivering written notice to Contract, in which case the other Party of its intention shall have the right to terminate this AgreementContract within ninety (90) days following its discovery of the breach, subject provided that it gives the breaching Party not less than sixty (60) days’ advance written notice, and if the breaching Party cures such breach within the time limit for termination stipulated in the written notice, such notice of termination shall be deemed void; (3) either Party attempts or takes any step to Sections 7.5 and 7.6. Neither transfer its equity held in the JVC in violation of any of the provisions set forth in this Contract; (4) part or all of the assets of the JVC are expropriated by governmental authorities for a long period of time; (5) any competent governmental authority requires any Party shall have to revise any liability provisions of this Contract or impose any conditions or restrictions on the implementation of this Contract, causing material adverse consequences to the other Party for termination JVC or any Parties’ benefits; (6) the JVC is unable to continue its business operations due to its inability to make up the accumulated losses or occurrence of irreparable serious damages to its assets; and [**] Certain information in this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 document has been omitted and 7.6filed separately with the Securities and Exchange Commission. 7.5 Upon termination (7) the JVC is rendered unable to continue its normal operation by an event or expiration its consequence of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations force majeure as set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive22.1 herein which continues in existence for over one hundred and eighty (180) days. 7.6 18.5. If either Party serves has issued a notice to terminate Contract, the Parties shall negotiate and endeavour to eliminate the cause for termination within two (2) months from the date of expiration the issuance of such notice. If, by the end of the two (2) month period, the Parties fail to reach an agreement to resolve the issues, the Board shall submit an application for early termination to the Examination and Approval Authority. In addition, the provisions set out in Section 18.6 below shall be applied. 18.6. If the Joint Venture Term is not extended pursuant to Section 7.2 18.2 or the Parties fail to reach a negotiated solution after either Party has delivered a notice of early termination pursuant to Section 7.418.5, CLEC the JVC shall continue to operate only if a Party (the “Purchaser”) notify the other Party (the “Seller”) that it intends to acquire the Seller’s interests in the JVC (the “Acquisition Notice”), and acquisition of such interests shall be proceeded on the following terms and conditions: (1) the Parties shall negotiate a purchase price satisfactory to both Parties. If Party A and Party B fail to reach a mutually acceptable purchase price within one (1) month from the date of the receipt of the Acquisition Notice, the purchase price shall be determined pursuant to (2) below; (2) Party A or Party B may each, within two (2) months from the date of the Acquisition Notice, appoint a PRC-qualified accounting firm or an assessor registered in China in writing to conduct a joint valuation on the JVC and notify the Purchaser of such appointment. The Party which fails to appoint any accounting firm or assessor is deemed to have tenwaived its right of appointment. The joint valuation shall be completed within one (1) month from the date of appointment and shall be made based on the assumption that the JVC remains in business as a going concern. The purchase price shall be equal to the product of a) value of the JVC as determined based on the joint valuation multiplied by b)the percentage of registered capital held by the Seller at that time; (3) unless otherwise agreed in writing by both Parties, ten percent (10%) of the purchase price determined in accordance with (1) and (2) above of this Section shall be paid within seven (7) days following the execution of relevant contract, and forty percent (40%) of the purchase price shall be paid within three (3) months, and the balance shall be paid within six (6) months; (4) if Party B is the Seller, the purchase price shall be paid in US dollars or Hong Kong Dollars, and the related matters shall be handled in accordance with the relevant PRC laws. (5) if Parties fail to reach an agreement on the purchase price pursuant to above provisions, or if the purchase price is agreed but the Seller does not receive [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. the full amount of the purchase price as stated above, the JVC shall be liquidated in accordance with Chapter 19 herein.

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with 5.1 This Patent Cross License shall become effective as of the exception “EFFECTIVE DATE”. (a) Unless otherwise terminated pursuant to the terms of AT&T OHIOthis Patent Cross License, the Effective Date term of this Agreement Patent Cross License shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to EFFECTIVE DATE until the expiration of the Term last SiRF LICENSED PATENT or u-NAV LICENSED PATENT, whichever is later, whereupon the licenses granted in Section 3 shall terminate. (b) Upon the reasonable written request of either party, the parties shall negotiate in good faith with respect to a subsequent Patent Cross License and the effect that such Party does terms and conditions thereof but failure to agree on the terms of any subsequent patent cross license shall not intend to extend be deemed a breach of this Patent Cross License. (a) In the Term, this Agreement shall remain event of any default in full force and effect on and after the expiration performance of the Term until terminated its obligations hereunder by either Party pursuant to Section 7.3 party, or 7.4. 7.3 Notwithstanding any other provision material breach of this AgreementPatent Cross License by either party, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products if such default or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach is not corrected within forty-five thirty (4530) calendar days after written notice thereof. Any termination by the non-breaching party of such default or material breach or within such other period of time expressly set forth in this Agreement pursuant to Patent Cross License, this Section 7.3 shall take effect immediately upon delivery of Patent Cross License may be terminated by the non- breaching party forthwith by written notice to the other Party defaulting or breaching party, provided that it failed such termination shall not affect any payment obligation arising prior to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereoftermination. 7.4 If (b) The licenses with respect to u-NAV LICENSED PRODUCTS and SiRF LICENSED PRODUCTS made, used, sold, or disposed of prior to the date of termination in accordance with the terms and conditions of this Patent Cross License pursuant to Section 7.23 shall survive any such termination provided any applicable royalty has been or will be paid in accordance with this Patent Cross License. (c) u-NAV agrees to secure the amount(s) owed to SiRF under Section 4.1 for *** United States dollars ($***.00) and under Section 4.2 for royalties due and payable for calendar *** with a security interest in u-NAV’s PATENTS, and SiRF shall become a preferred, secured creditor of u-NAV. u-NAV agrees to execute concurrently with this Agreement continues Patent Cross License the Affirmative Grant of Security Interest in full force the form attached hereto as Exhibit A and effect after the expiration UCC1 Financing Statement in the form attached hereto as Exhibit B. u-NAV agrees to promptly execute upon SiRF’s request all documents reasonably required to perfect this security interest. When u-NAV satisfies its payment obligations to SiRF under Section 4.1 for *** United States dollars ($***.00) and under Section 4.2 for royalties due and payable for calendar ***, SiRF agrees to resign within five (5) business days its status as a preferred, secured creditor of u-NAV. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 5.4 The party that is not suffering financial distress pursuant to subsections 5.4(a) through 5.4(f) hereunder shall have the Term, either Party may right to terminate this Agreement after delivering Patent Cross License by giving written notice of termination to the other Party party at any time upon or after: (a) the filing by either party of a petition in bankruptcy or insolvency; (b) any adjudication that either party is bankrupt or insolvent; (c) the filing by either party of any petition or answer seeking reorganization, readjustment or arrangement of its intention business under any law relating to bankruptcy or insolvency; (d) the appointment of a receiver for all or substantially all of the property of either party; (e) the making by either party of any assignment for the benefit of creditors; or (f) the institution of any proceeding for the liquidation or winding up of the business of either party or for the termination of the corporate charter of either party; for the avoidance of doubt, nothing in this Section 5.4(f) shall apply to the business of either party solely because there is an acquisition of such party. This Patent Cross License shall terminate this Agreement, on the tenth (10th) business day after such notice of termination is given. 5.5 This Patent Cross License shall be subject to Sections 7.5 all laws, present and 7.6. future, of any Government having jurisdiction of the parties hereto or their respective PARENTS and SUBSIDIARIES, and to orders, regulations, and directives thereof including court orders. 5.6 Neither Party party shall have any liability be liable to the other Party for termination party with respect to the failure or delay in the performance of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed any obligation under this Agreement Patent Cross License for the time of and to the extent that such failure is caused by or place the result of war, fire, flood, earthquake, acts of god or any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survivecauses beyond the reasonable control of the parties. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE18.1. This Contract shall come into effect on the date of approval noted on the approval certificate issued by the relevant governmental authority. 18.2. The term of this Contract shall be fifty (50) years, with commencing from the exception Date of AT&T OHIOEstablishment of the JVC. Upon expiry of the Joint Venture Term, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) Parties may consult to each other and decide to apply for extension of the Act or, absent such Commission approval, Joint Venture Term. If the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend Investing Parties unanimously agree to extend the Joint Venture Term, this Agreement shall remain in full force and effect on and after a resolution to that effect is adopted at a Board meeting, a written application shall be submitted to the expiration Examination and Approval Authority six (6) months prior to expiry of the Term until terminated by either Party pursuant to Section 7.3 or 7.4Joint Venture Term. The term shall be extended only upon approval of such application. The procedures for amendment of registration shall be carried out with the registration authority. 7.3 Notwithstanding any other provision of this Agreement18.3. If both Investing Parties consider it to be in their best interests to terminate the JVC, either Party they may terminate this Agreement the JVC early. In the case of such early termination, a resolution to that effect shall be adopted by unanimous approval of all Directors in attendance at a Board meeting, and such early termination shall be reported to the provision Examination and Approval Authority for approval. 18.4. This Contract may be terminated prior to expiry if: (1) Party A or Party B becomes bankrupt, shutdown or is liquidated; or a major portion of its property connected with the JVC’s business is acquired, arrested, appropriated or requisitioned by any Interconnectionthird party; or such portion of its property has been taken over control by an appointed receiver. In each case above, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of Party affected may terminate the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of Contract by giving written notice to the other Party that it failed to cure such nonperformance or breach within forty-five Party. Such termination shall take effect thirty (4530) calendar days after written notice thereofthe date next following date of receipt of the termination notice. 7.4 If pursuant to Section 7.2, this Agreement continues in full force and effect after the expiration of the Term, (2) either Party may terminate materially breaches any provision of this Agreement after delivering written notice to Contract, in which case the other Party of its intention shall have the right to terminate this AgreementContract within ninety (90) days following its discovery of the breach, subject provided that it gives the breaching Party not less than sixty (60) days’ advance written notice, and if the breaching Party cures such breach within the time limit for termination stipulated in the written notice, such notice of termination shall be deemed void; (3) either Party attempts or takes any step to Sections 7.5 and 7.6. Neither transfer its equity held in the JVC in violation of any of the provisions set forth in this Contract; (4) part or all of the assets of the JVC are expropriated by governmental authorities for a long period of time; (5) any competent governmental authority requires any Party shall have to revise any liability provisions of this Contract or impose any conditions or restrictions on the implementation of this Contract, causing material adverse consequences to the other Party for termination JVC or any Parties’ benefits; (6) the JVC is unable to continue its business operations due to its inability to make up the accumulated losses or occurrence of this Agreement pursuant irreparable serious damages to this Section 7.4 other than its obligations under Sections 7.5 and 7.6.assets; and 7.5 Upon termination (7) the JVC is rendered unable to continue its normal operation by an event or expiration its consequence of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations force majeure as set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive22.1 herein which continues in existence for over one hundred and eighty (180) days. 7.6 18.5. If either Party serves has issued a notice to terminate Contract, the Parties shall negotiate and endeavour to eliminate the cause for termination within two (2) months from the date of expiration the issuance of such notice. If, by the end of the two (2) month period, the Parties fail to reach an agreement to resolve the issues, the Board shall submit an application for early termination to the Examination and Approval Authority. In addition, the provisions set out in Section 18.6 below shall be applied. 18.6. If the Joint Venture Term is not extended pursuant to Section 7.2 18.2 or the Parties fail to reach a negotiated solution after either Party has delivered a notice of early termination pursuant to Section 7.418.5, CLEC the JVC shall continue to operate only if a Party (the “Purchaser”) notify the other Party (the “Seller”) that it intends to acquire the Seller’s interests in the JVC (the “Acquisition Notice”), and acquisition of such interests shall be proceeded on the following terms and conditions: (1) the Parties shall negotiate a purchase price satisfactory to both Parties. If Party A and Party B fail to reach a mutually acceptable purchase price within one (1) month from the date of the receipt of the Acquisition Notice, the purchase price shall be determined pursuant to (2) below; (2) Party A or Party B may each, within two (2) months from the date of the Acquisition Notice, appoint a PRC-qualified accounting firm or an assessor registered in China in writing to conduct a joint valuation on the JVC and notify the Purchaser of such appointment. The Party which fails to appoint any accounting firm or assessor is deemed to have tenwaived its right of appointment. The joint valuation shall be completed within one (1) month from the date of appointment and shall be made based on the assumption that the JVC remains in business as a going concern. The purchase price shall be equal to the product of a) value of the JVC as determined based on the joint valuation multiplied by b)the percentage of registered capital held by the Seller at that time; (3) unless otherwise agreed in writing by both Parties, ten percent (10%) of the purchase price determined in accordance with (1) and (2) above of this Section shall be paid within seven (7) days following the execution of relevant contract, and forty percent (40%) of the purchase price shall be paid within three (3) months, and the balance shall be paid within six (6) months; (4) if Party B is the Seller, the purchase price shall be paid in US dollars or Hong Kong Dollars, and the related matters shall be handled in accordance with the relevant PRC laws. (5) if Parties fail to reach an agreement on the purchase price pursuant to above provisions, or if the purchase price is agreed but the Seller does not receive the full amount of the purchase price as stated above, the JVC shall be liquidated in accordance with Chapter 19 herein.

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, 9.1 This Agreement shall be effective on the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, and end on the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, upon which the Agreement is Effective upon filing and is deemed approved by operation terminated in accordance with this Article 9 (the “Term”). 9.2 Each of law Service Provider, on the 91st day one hand, and each Recipient, on the other hand, has the right to terminate this Agreement if the other Party is in material breach or is in material default of any obligation hereunder (i) which breach or default is incapable of being cured, upon written notice of such default by the non-defaulting Party, or (ii) which breach or default is capable of being cured and has not been cured within thirty (30) days after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from of such default by the non-defaulting Party (or such other cure period as the non-defaulting Party may authorize in writing). The Parties shall cooperate in good faith to cure any such breach within the time period provided in the immediately preceding sentence. Any termination in accordance with this Section 9.2 shall not require the initiation or completion of any legal proceeding or other formality. 9.3 Each of Service Provider, on the one hand, and each Recipient, on the other Party within 180 calendar days prior hand, has the right to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure in the event such nonperformance other Party (i) is or breach within fortybecomes insolvent, (ii) commences voluntary or involuntary bankruptcy, insolvency, moratorium or receivership proceedings or (iii) initiates the winding-five (45) calendar days after written notice thereofup or dissolution of such Party. 7.4 If pursuant 9.4 Notwithstanding anything to Section 7.2the contrary in this Article 9, this Agreement continues or any individual Service listed in full force the Scope of Services may be terminated as between Service Provider and effect after the expiration a Recipient (i) by mutual written consent of the Termboth Service Provider and such Recipient, either Party may terminate this Agreement after delivering (ii) by Service Provider upon three (3) months prior written notice to the other Party of its intention such Recipient, or (iii) by such Recipient upon thirty (30) days prior written notice to terminate this AgreementService Provider; provided, subject that with respect to Sections 7.5 and 7.6. Neither Party shall have any liability (iii) above only, to the other Party extent there are any break-up costs (including commitments made to or in respect of personnel or third parties due to the requirement to provide the Services and prepaid expenses related to the Services, or costs related to terminating such commitments) incurred by Service Provider as a result of such termination, Service Provider shall use its commercially reasonable efforts to mitigate such costs and the OP shall bear such costs and reimburse Service Provider in full for the same. Notwithstanding anything to the contrary in this Article 9, and for the avoidance of doubt, the termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination by one or expiration more Recipients shall not affect the validity or enforceability of this Agreement in accordance with Sections 7.2, 7.3 (or 7.4: 7.5.1 Each Party shall the requirement to continue to comply provide the Services hereunder) with its obligations set forth in Section 42, Scope respect to Service Provider or any other Recipient that has not provided written notice or consent of the termination of this Agreement; and. 7.5.2 Each Party 9.5 Notwithstanding the expiration or early termination of this Agreement, upon any expiration or early termination of this Agreement, (i) all payments for the Services already performed by Service Provider or the Subcontractors as of such expiration or early termination shall promptly pay all amounts owed under be immediately due and payable by Recipient and (ii) the following provisions of this Agreement shall survive until the earlier of the applicable statute of limitations or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survivetheir respective term as provided therein: Article 4, Article 5, Article 6, Article 7, this Article 9, Article 10, Article 11 and Article 12. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on October 9, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on October 9, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on July 19, 2007, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on July 18, 2008 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on August 20, 2008, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on August 20, 2009 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE18.1. This Contract shall come into effect on the date of approval noted on the approval certificate issued by the relevant governmental authority. 18.2. The term of this Contract shall be fifty (50) years, with commencing from the exception Date of AT&T OHIOEstablishment of the JVC. Upon expiry of the Joint Venture Term, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) Parties may consult to each other and decide to apply for extension of the Act or, absent such Commission approval, Joint Venture Term. If the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend Investing Parties unanimously agree to extend the Joint Venture Term, this Agreement and a resolution to that effect is adopted at a Board meeting, a written application shall remain in full force and effect on and after be submitted to the expiration Approval Authority six (6) months prior to expiry of the Term until Joint Venture Term. The term shall be extended only upon approval of such application. The procedures for amendment of registration shall be carried out with the registration authority. 18.3. If both Investing Parties consider it to be in their best interests to terminate the JVC, they may terminate the JVC early. In case of early termination, a resolution to that effect shall be adopted by unanimous approval of all Directors in attendance at a Board meeting and such early termination shall be reported to the Approval Authority for approval. 18.4. This Contract may also be terminated by prior to expiry if: (1) either Party pursuant to Section 7.3 becomes bankrupt, shutdown or 7.4. 7.3 Notwithstanding is liquidated; or a major portion of its property connected with its joint venture business is acquired, arrested, appropriated or requisitioned by any other provision third party; or such portion of this Agreementits property has been taken over control by an appointed receiver. In each case above, either the Party affected may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of Contract by giving written notice to the other Party that it failed to cure such nonperformance or breach within forty-five Party. Such termination shall take effect thirty (4530) calendar days after the date next following that on which the written notice thereofis received; (2) the JVC is unable to operate ordinarily because all or substantial part of the JVC’s assets have long been requisitioned by the government authorities; (3) any competent governmental authority requires any Party to revise any provisions of this Contract or impose any conditions or restrictions on the implementation of this Contract, causing material adverse consequences to the JVC or any Parties’ benefits; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 7.4 (4) the JVC is unable to continue its business operations due to its inability to make up the accumulated losses or the occurrence of irreparable serious damages to its assets; and (5) the JVC is rendered unable to continue its normal operation by an event or its consequence of Force Majeure as set forth in Section 22.1 herein which continues in existence for over one hundred and eighty (180) days. 18.5. If either Party issues a notice for the purpose of terminating the Contract with respect to the circumstances set forth in Section 18.4 above, the Parties shall negotiate and endeavor to eliminate the cause for termination within two (2) months from the date of the issuance of such notice. If, by the end of such twenty (20) days period, both Parties fail to agree on the solution to such issues, the Board of Directors shall submit an application to the Approval Authority for early termination. In addition, the provisions set out in Section 18.6 below shall be applied. 18.6. the Parties fail to reach a negotiated solution after either Party has delivered a notice of early termination pursuant to Section 7.218.5, this Agreement continues in full force and effect after the expiration of JVC shall continue its operation only under the Term, either following circumstances if a Party may terminate this Agreement after delivering written notice to (the “Purchaser”) notifies the other Party (the “Seller”) of its intention to terminate acquire the equity of the JVC held by the Seller (the “Acquisition Notice”), and the acquisition of such interests shall be proceeded on the following terms and conditions: (1) both Parties shall negotiate a purchase price to their satisfaction. However, if Party A and Party B fail to reach a mutually acceptable purchase price within thirty (30) days from the date of receipt of the Acquisition Notice, the purchase price shall be determined pursuant to Section (2) below; (2) Party A and Party B may each, within sixty (60) days from the date of the Acquisition Notice, appoint a PRC-qualified public accounting firm or an appraiser in writing to jointly conduct a valuation of the JVC and notify the Purchaser of such appointment. The Party which fails to appoint an accounting firm or an appraiser shall be deemed as it has waived its right of the appointment. The joint valuation shall be completed with thirty (30) days from the date of appointment and shall be made based on the assumption that the JVC continues in business as a going concern. The purchase price shall be equal to the product of a) value of the JVC as determined based on the joint valuation multiplied by b)the percentage of registered capital held by the Seller at that time; [**] Certain information in this Agreementdocument has been omitted and filed separately with the Securities and Exchange Commission. (3) unless otherwise agreed in writing by both Parties, subject ten percent (10%) of the purchase price determined in accordance with (1) and (2) above of this Section shall be paid within seven (7) days following the execution of the contract, and another forty percent (40%) shall be paid within three (3) months and the balance shall be paid within six (6) months; (4) if Party B is the Seller, the purchase price shall be paid in accordance with the relevant PRC Laws; and (5) if a Party does not accept the purchase price determined pursuant to Sections 7.5 the above provisions, or it has accepted such purchase price but the Seller does not receive the full payment of the same in accordance with the above provisions, the JVC shall be liquidated pursuant to Section19 herein. 18.7. Prior to the liquidation of the JVC, both Investing Parties shall continue the performance of their obligations and 7.6exercise of their rights, and ensure the ordinary operation of the JVC. 19.1. Neither In the event of the early termination of the Contract or upon expiry of the Joint Venture Term, the Board of Directors shall appoint a liquidation committee which has the authority to represent the JVC in all legal matters and shall value and liquidate the JVC’s assets in accordance with the applicable PRC Laws and the principles set out herein. 19.2. The liquidation committee shall be made up of six (6) members, of which three (3) members shall be appointed by Party A and three (3) members shall be appointed by Party B. Members of the liquidation committee may, but need not, be the Directors of the JVC. Either Party may also appoint professional advisors, such as accountants and lawyers qualified either in China or abroad, to assist the liquidation committee. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 19.3. The liquidation committee shall conduct a thorough examination of the JVC’s assets and liabilities, on the basis of which it shall develop a liquidation plan which, if approved by the Board of Directors, shall be executed under the liquidation committee’s supervision. 19.4. In developing and executing the liquidation plan, the liquidation committee shall hall use every effort to sell the JVC’s assets and business at the highest possible price in foreign exchange. Consideration shall be given to sale of the JVC’s assets or business by public auction or by tender open to domestic and foreign bidders with a view towards obtaining prices at international market rates. If necessary, Renminbi shall be converted to foreign exchange in accordance with the relevant PRC Laws. Any expenses related to the conversion of Renminbi to foreign exchange shall be borne by Party B. 19.5. The liquidation expenses, including remuneration to members and advisors of the liquidation committee, shall be paid out of the JVC’s assets in priority to the claims of other creditors. 19.6. After the liquidation or division of the JVC’s assets and the settlement of all of its outstanding debts, the balance of the JVC’s assets shall be paid to the Parties in proportion to their respective contribution to the registered capital of the JVC. The Party which has made its contribution to the JVC in foreign currency shall have the priority to be paid in foreign currency. 19.7. On completion of all liquidation procedures, the liquidation committee shall submit a final report approved by the Board to the Approval Authority, and hand in the JVC’s Business License to the original registration authority and complete all other formalities for nullifying the JVC’s registration. Party B shall have the right to obtain copies of all of the JVC’s accounting books and other documents but the originals thereto shall be left in the care of Party A. 19.8. The JVC shall change the above name immediately to a name not including the word “Xxxxxxxxx Whampoa(和记黄埔)” and “Bai Xxx Xxxx(白云山)” or any liability to name resembling in any manner the name “Xxxxxxxxx Whampoa(和记黄埔)”“ and “Bai Xxx Xxxx(白云山)” upon the expiry or termination of the JVC, 19.9. In any event as prescribed in Section 19.8, both Parties undertake that it will never use the names, trademarks owned by the other Party for termination or any resembling word to the trademarks and names of the other Party to continue or take over the business of the JVC. The JVC and the Investing Parties agree to take actions necessary to fulfil this Agreement pursuant to undertaking. [**] Certain information in this Section 7.4 other than its obligations under Sections 7.5 document has been omitted and 7.6filed separately with the Securities and Exchange Commission. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 A. This Agreement covers individual ANNUITY CONTRACTs issued by the CEDING COMPANY that: (i) are identified by form in Schedule B-1; (ii) have elected no optional benefit rider forms for which a retail fee is assessed other than those forms listed on Schedule B-1. (iii) have accounts invested in the investment funds listed in Schedule B-2; (iv) are issued within the limits and rules described in Schedule C-1; (v) are in compliance with all of the other terms and provisions of this Agreement; (vi) are issued on or after the EFFECTIVE DATE and prior to the date this Agreement ceases to cover new ANNUITY CONTRACTS; and (vii) are ACTIVE CONTRACTS. B. This Agreement will cease to cover new ANNUITY CONTRACTS issued by the CEDING COMPANY on the earlier of (i) October 31, 2005 or (ii) the date that the sum of all cumulative RETAIL ANNUITY PREMIUMS exceeds the limit provided in Schedule C-2, paragraph 3. C. This Agreement will terminate with respect to each ANNUITY CONTRACT subject to it, as of the TERMINATION DATE. D. The CEDING COMPANY shall have the option of terminating this Agreement for new business, existing business, or both, by giving ninety (90) days advance notice to the REINSURER, after the occurrence of any of the following: 1. REINSURER’s Standard and Poor’s Rating is reduced to a “BBB” or lower. REINSURER must report any adverse change in Standard and Poor’s Rating to CEDING COMPANY within fifteen (15) days of the change. Any notice of termination given by the CEDING COMPANY enabled by such rating reduction shall be deemed withdrawn if REINSURER’s Standard and Poor’s Rating is restored to a level higher than “BBB” during the 90 day notice period; 2. An order is entered appointing a receiver, conservator or trustee for management of REINSURER or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of REINSURER; 3. REINSURER’s U.S. GAAP surplus position is reduced to 70% or less of its U.S. GAAP surplus position as of December 31, 2001. The REINSURER must report such a reduction within fifteen (15) days after it occurs. The REINSURER’s surplus position as of December 31, 2001 is provided in Schedule H. Any notice of termination given by the CEDING COMPANY Xxxxxxx Xxxxx and ACE Tempest Re GMDB enabled by such surplus reduction shall be deemed withdrawn if REINSURER’s U.S. GAAP surplus position is restored to a level higher than 70% of its U.S. GAAP surplus position as of December 31, 2001 during the 90 day notice period. E. The REINSURER shall have the option of terminating this Agreement for new business, existing business or both by giving ninety (90) days advance written notice to the CEDING COMPANY after the occurrence of any of the following: 1. The CEDING COMPANY fails to provide timely submissions of all material data required to be provided in accordance with Schedule G, provided that the REINSURER’s notice of termination identifies whether new contracts, existing contracts or both will be terminated and provided further that the REINSURER’s notice of termination shall be deemed withdrawn if the CEDING COMPANY, within 90 days after the date the REINSURER’s notice of termination is given, provides to the REINSURER all data submissions then in arrears. 2. The CEDING COMPANY fails to pay premium due on or before the REMITTANCE DATE. In AT&T-13STATEthe event that premium due is not paid by the REMITTANCE DATE, the REINSURER shall have the right to terminate this agreement by giving ninety (90) days advance notice of termination to the CEDING COMPANY. If all premiums in default and interest in accordance with Article III, paragraph F are received by the REINSURER within the ninety (90) day notice period, the Agreement will remain in effect and the notice of termination deemed withdrawn. If premium remains in default as of the close of the last day of the ninety (90) day notice period, the REINSURER’s liability for all risks reinsured associated with the exception of AT&T OHIOdefaulted premiums under this Agreement will terminate. F. Except as otherwise provided herein, the Effective Date upon termination of this Agreement for existing business, the REINSURER shall have no reinsurance liability with respect to any ANNUITY CONTRACT. Notwithstanding termination of reinsurance as provided herein, the REINSURER shall continue to be ten (10) calendar days after liable to the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, CEDING COMPANY for all unpaid GMDB CLAIMS reported prior to the date this Agreement is deemed approved terminated, and the CEDING COMPANY shall continue to be liable to the REINSURER for all unpaid MONTHLY REINSURANCE PREMIUMS earned by the REINSURER under Section 252(e)(4) of this Agreement until the Act. In AT&T OHIO, based on the PUC-OH, date the Agreement is Effective upon filing terminated. Any net amounts due from either party after termination are subject to a daily interest charge equal to 1/365 times the sum of (a) and (b), where (a) is deemed approved by operation of law the 3 month LIBOR rate on the 91st day after filing. 7.2 The Agreement shall have a term preceding MONTHLY VALUATION DATE as published in the Wall Street Journal; and (Termb) of three (3) years commencing upon the Effective Date of this Agreementis 1.00%. Absent the receipt by one Party of written notice Interest is assessed from the other Party within 180 calendar days prior to REMITTANCE DATE until the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force date paid. Xxxxxxx Xxxxx and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have tenACE Tempest Re GMDB

Effective Date Term and Termination. 7.1 A. This Agreement covers individual ANNUITY CONTRACTs issued by the CEDING COMPANY that: (i) are identified by form in Schedule X-x; (ii) have accounts invested in the investment funds listed in Schedule B-2; (iii) are issued within the limits and rules described in Schedule C-l; (iv) are in compliance with all of the other terms and provisions of this Agreement; (v) are issued on or after the EFFECTIVE DATE and prior to the date this Agreement ceases to cover new ANNUITY CONTRACTS; and (vi) are ACTIVE CONTRACTS. B. This Agreement will cease to cover new ANNUITY CONTRACTS issued by the CEDING COMPANY on the earlier of (i) October 31, 2005 or (ii) the date that the sum of all cumulative RETAIL ANNUITY PREMIUMS exceeds the limit provided in Schedule C-2, paragraph 3. C. This Agreement will terminate with respect to each ANNUITY CONTRACT subject to it, as of the TERMINATION DATE. D. The CEDING COMPANY shall have the option of terminating this Agreement for new business, existing business, or both, by giving ninety (90) days advance notice to the REINSURER, after the occurrence of any of the following: 1. REINSURER’s Standard and Poor’s Rating is reduced to a “BBB” or lower. REINSURER must report any adverse change in Standard and Poor’s Rating to CEDING COMPANY within fifteen (15) days of the change. Any notice of termination given by the CEDING COMPANY enabled by such rating reduction shall be deemed withdrawn if REINSURER’s Standard and Poor’s Rating is restored to a level higher than “BBB” during the 90 day notice period; 2. An order is entered appointing a receiver, conservator or trustee for management of REINSURER or a proceeding is commenced for rehabilitation, liquidation, supervision or conservation of REINSURER; 3. REINSURER’s U.S. GAAP surplus position is reduced to 70% or less of its U.S. GAAP surplus position as of December 31, 2001. The REINSURER must report such a reduction within fifteen (15) days after it occurs. The REINSURER’s surplus position as of December 31, 2001 is provided in Schedule H. Any notice of termination given by the CEDING COMPANY enabled by such surplus reduction shall be deemed withdrawn if REINSURER’s U.S. GAAP surplus position is restored to a Xxxxxxx Xxxxx & ACE Tempest GMDB 7 level higher than 70% of its U.S. GAAP surplus position as of December 31, 2001 during the 90 day notice period. E. The REINSURER shall have the option of terminating this Agreement for new business, existing business or both by giving ninety (90) days advance written notice to the CEDING COMPANY after the occurrence of any of the following: 1. The CEDING COMPANY fails to provide timely submissions of all material data required to be provided in accordance with Schedule G, provided that the REINSURER’s notice of termination identifies whether new contracts, existing contracts or both will be terminated and provided further that the REINSURER’s notice of termination shall be deemed withdrawn if the CEDING COMPANY, within 90 days after the date the REINSURER’s notice of termination is given, provides to the REINSURER all data submissions then in arrears. 2. The CEDING COMPANY fails to pay premium due on or before the REMITTANCE DATE. In AT&T-13STATEthe event that premium due is not paid by the REMITTANCE DATE, the REINSURER shall have the right to terminate this agreement by giving ninety (90) days advance notice of termination to the CEDING COMPANY. If all premiums in default and interest in accordance with Article III, paragraph F are received by the REINSURER within the ninety (90) day notice period, the Agreement will remain in effect and the notice of termination deemed withdrawn. If premium remains in default as of the close of the last day of the ninety (90) day notice period, the REINSURER’s liability for all risks reinsured associated with the exception of AT&T OHIOdefaulted premiums under this Agreement will terminate. F. Except as otherwise provided herein, the Effective Date upon termination of this Agreement for existing business, the REINSURER shall have no reinsurance liability with respect to any ANNUITY CONTRACT. Notwithstanding termination of reinsurance as provided herein, the REINSURER shall continue to be ten (10) calendar days after liable to the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, CEDING COMPANY for all unpaid GMDB CLAIMS reported prior to the date this Agreement is deemed approved terminated, and the CEDING COMPANY shall continue to be liable to the REINSURER for all unpaid MONTHLY REINSURANCE PREMIUMS earned by the REINSURER under Section 252(e)(4) of this Agreement until the Act. In AT&T OHIO, based on the PUC-OH, date the Agreement is Effective upon filing terminated. Any net amounts due from either party after termination are subject to a daily interest charge equal to 1/365 times the sum of (a) and (b), where (a) is deemed approved by operation of law the 3 month LIBOR rate on the 91st day after filing. 7.2 The Agreement shall have a term preceding MONTHLY VALUATION DATE as published in the Wall Street Journal; and (Termb) of three (3) years commencing upon the Effective Date of this Agreementis 1.00%. Absent the receipt by one Party of written notice Interest is assessed from the other Party within 180 calendar days prior to REMITTANCE DATE until the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereofdate paid. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have tenXxxxxxx Xxxxx & ACE Tempest GMDB 8

Effective Date Term and Termination. 7.1 In AT&T-13STATE12.1 This Agreement shall be and become effective on the first date that all of the following conditions precedent have been satisfied (the “Effective Date”): (a) Each Party’s board of directors approves the execution, with delivery and performance of this Agreement by each Party respectively; (b) The Parties have entered into the exception of AT&T OHIOsupply agreements contemplated by Sections 5.3(c) and 5.3(d), in form and substance satisfactory to LGLS; (c) The Parties and an independent third-party escrow agent acceptable to LGLS shall have entered into the escrow agreement contemplated by Section 5.3(e) and the Parties have entered into any other agreements or arrangements contemplated by Section 5.3(e), in form and substance satisfactory to LGLS; and (d) [* * *] 12.2 If the Effective Date of has not occurred by January 14th, 2011, then either Party may terminate this Agreement by written notice to the other. 12.3 For the Exclusive Territory, this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing in full force and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon effect from the Effective Date of this Agreement. Absent Date, and unless earlier terminated in accordance with the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Termterms hereof, this Agreement shall remain in full force and effect on and after until the later of [* * *] following the first Regulatory Approval of a Product or the date of expiration of any issued patent from application [* * *]. For the Term Non-Exclusive Territory, this Agreement shall be in full force and effect on a country-by-country basis and Product-by-Product basis in each country of the Non-Exclusive Territory from the Effective Date, and unless earlier terminated in accordance with the terms hereof, shall remain in full force and effect until terminated by either Party pursuant to Section 7.3 or 7.4[* * *] following the first Regulatory Approval of a Product. 7.3 Notwithstanding any other 12.4 If a Party breaches a material provision of this Agreement, either the non-breaching Party may terminate this Agreement, as to the Product and country relating to such breach, upon forty-five (45) days’ prior written notice unless the breach is cured within the notice period, provided that if such breach requires additional time to be cured, and the breaching Party has commenced in a reasonable manner to cure such breach following receipt of such notice, then the breaching Party shall be afforded up to an additional forty-five (45) days to cure such breach.. 12.5 A Party may terminate this Agreement and immediately upon written notice to the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, other Party (i) in the event that the other Party fails becomes insolvent, or (ii) in the event of any pending or threatened bankruptcy action or any other insolvency proceeding against the other Party. 12.6 [* * *] 12.7 In the event that a Party, its Affiliates or any of their respective directors or officers, or any of its assets, properties or intellectual properties becomes or is likely to perform a material obligation become the subject of any actions, suits, claims or breaches a material term events that may adversely affect such Party’s performance of this Agreement and Agreement, the other Party fails to cure such nonperformance or breach within forty-may, at its discretion, terminate this Agreement upon forty five (45) calendar days after days’ prior written notice thereof. Any termination to the original Party. 12.8 If LGLS does not receive Regulatory Approval for the commercial sale of a Product in the Exclusive Territory within [* * *] after NOVAVAX receives U.S. Regulatory Approval for a Seasonal Product, and after good faith discussion and trial by the Parties to resolve any issues and the Parties are unable to resolve such issues, then either party may, at its discretion, terminate this Agreement pursuant as to this Section 7.3 shall take effect immediately the Exclusive Territory, upon delivery of prior written notice to the other Party that it failed to cure such nonperformance party on or breach within forty-five (45) calendar days after written notice thereof[* * *] after NOVAVAX receives U.S. Regulatory Approval for a Seasonal Product. 7.4 If pursuant to Section 7.2, this Agreement continues in full force and effect after the expiration of the Term, either Party may terminate this Agreement after delivering written notice 12.9 Notwithstanding any other provision to the other Party contrary, in the event of its intention to terminate this Agreement, subject to Sections 7.5 and 7.6. Neither Party shall have any liability to the other Party for expiration or termination of this Agreement pursuant due to this a breach by NOVAVAX or in accordance with Section 7.4 other than its obligations 12.5, LGLS shall have an exclusive, fully paid, perpetual, irrevocable right and license, under Sections 7.5 the NOVAVAX Proprietary Rights, to research, develop, make, have made, distribute, market, sell, offer to sell and 7.6use the Products in the Field of Use in the Exclusive Territory and a non-exclusive, fully paid, perpetual, irrevocable right and license, under the NOVAVAX Proprietary Rights, to research, develop, make, have made, distribute, market, sell, offer to sell and use the Products in the Field of Use in the Non-Exclusive Territory. 7.5 Upon 12.10 In the event of termination of this Agreement caused by or attributable to a breach hereof by a Party, the rights and licenses granted to each Party under this Agreement and the obligations of each Party shall cease. 12.11 Except as expressly provided herein, the termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each shall not relieve any Party shall continue to comply with from its obligations set forth in arising prior to such expiration or termination. 10.1 (prosecution and maintenance of patents); Section 42, Scope of this Agreement10.3 (improvements); andArticle 11 (indemnification); Section 12.9 (retained rights); Section 12.13 (remedy); Article 13 (incidental and consequential damages; Article 14 (independent contractors); Section 16.2 (governing law); Section 16.5 (entire agreement); Section 16.6 (arbitration); Section 16.9 (severability); and Section 16.11 (third party beneficiaries). 7.5.2 Each Party shall promptly pay all amounts owed 12.12 Termination is not the exclusive remedy under this Agreement and, whether or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survivenot termination is effected, all other rights and remedies at law or equity will remain available. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date This Agreement shall become effective one day after a fully executed copy of this Agreement is filed for acceptance with FERC or on such later date as FERC shall be ten order (10) calendar days after “Effective Date”), provided that the Commission approves Parties shall commence performance of their responsibilities consistent with Exhibit B upon execution of the Agreement. Interconnection Customer may terminate this Agreement for convenience after giving Transmission Owner thirty (30) days advance written notice of cancellation. Transmission Owner may terminate the Agreement following (a) issuance and delivery by Transmission Owner to Interconnection Customer of a written notice of breach describing the breach by Interconnection Customer and (b) reasonable time for Interconnection Customer to effect a cure of such breach, but in no event less than a 10 day cure period, in the event of the following circumstances: (1) Interconnection Customer does not provide the security under Section 252(e4; or (2) of the Act or, absent such Commission approval, the date this Agreement is deemed approved Interconnection Customer does not agree to proposed cost increases under Section 252(e)(4) of 5 beyond the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three total amount set forth in Exhibit B; or (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party Interconnection Customer does not intend make timely payment to extend Transmission Owner under Section 6. In the Termevent of termination, the provisions of this Agreement shall remain in full force and effect on and after as necessary to ensure the expiration satisfaction of the Term until terminated by either obligations of each Party pursuant to Section 7.3 the other, if any, with regard to the period prior to such termination, and Transmission Owner shall make good faith efforts to mitigate costs and expenses relating to the Services. Upon completion of the Services and payment therefor, or 7.4. 7.3 Notwithstanding any other provision in the event of termination of this Agreement, either Party may terminate this Agreement any unused security shall be promptly released and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant returned by Transmission Owner to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereofInterconnection Customer. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on June 16, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on June 16, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on October 8, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on October 8, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on May 14, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on May 14, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's ’s confidentiality obligations shall survive; and 7.5.4 Each Party's ’s indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE(a) This Agreement shall become effective on the date first above written; provided, however, that with the exception of AT&T OHIOrespect to each Fund, the Effective Date effective date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filingwhich GHFS begins providing services to such Fund. 7.2 The (b) This Agreement shall have remain in effect for a term (Term) period of three (3) years commencing from the applicable effective date (i.e., the date first above written or, with respect to any Fund, the date on which GHFS begins providing services to such Fund) and shall continue in effect for successive one-year periods unless earlier terminated. (c) This Agreement may be terminated by any party hereto for any reason upon written notice of termination delivered to the Effective Date other party. Any notice of termination delivered pursuant to this AgreementSection 9(c) shall specify the date of termination, which date shall not be less than one hundred eighty days (180) days after the date of the giving of such notice. Absent the Additionally, this Agreement may be terminated by any party at any time if another party commits a material breach of its obligations under this Agreement and fails to cure such breach within thirty (30) days of receipt by one Party of written notice from served by a non-breaching party specifying in reasonable detail the other Party within 180 calendar days prior to nature of such breach. Notwithstanding the expiration of the Term to the effect that such Party does not intend to extend the Termforegoing, this Agreement shall remain in full force and effect on and after the expiration immediately terminate with respect to any Fund upon liquidation of the Term until terminated by either Party pursuant to Section 7.3 or 7.4Fund. 7.3 Notwithstanding any other provision (d) Upon termination of this Agreement, either Party may terminate other than a termination of this Agreement by the Company or any Fund resulting from GHFS’ failure to cure a breach within the applicable cure period, the Funds shall pay to GHFS: (i) if terminated within twelve (12) months of the applicable effective date, the total fees which would have been payable through the first twelve (12) months if this Agreement were not terminated, and (ii) if terminated after the provision first twelve (12) months of the applicable effective date, such compensation as may be due as of the date of such termination. In each case, the Funds shall reimburse GHFS for any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products reasonable disbursements and reasonable expenses made or incurred by GHFS and payable or reimbursable hereunder and for work done or services provided by GHFS after the termination date. (e) Upon termination and settlement of all amounts due under this Agreement, including unpaid compensation due pursuant to Section 8 and amounts due pursuant to Section 9(d), GHFS shall, at the expense of the Fund or the Company, return to the Fund any Confidential Information provided by the Fund to GHFS pursuant to this Agreement. Notwithstanding the foregoing, at the sole discretion GHFS may retain such Confidential Information as it may be required by law to retain and/or which is automatically archived as part of the terminating PartyGHFS’ electronic back-up system, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement provided such Confidential Information is not available for general access and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice it remains subject to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereofobligations of confidentiality hereunder. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with 10.1 The effective date of this AGREEMENT is the exception date on which LICENSOR’S REPRESENTATIVE signs the AGREEMENT (the “EFFECTIVE DATE”); LICENSOR’S REPRESENTATIVE shall be the last to sign. The term of AT&T OHIOthis AGREEMENT begins on the EFFECTIVE DATE of this AGREEMENT. Unless sooner terminated or otherwise modified as provided for in this Article X, the Effective Date term of this Agreement AGREEMENT shall be ten run for ( ) years from the EFFECTIVE DATE of this AGREEMENT. 10.2 LICENSOR may modify or terminate this license, in whole or in part, if: (10A) calendar days LICENSEE fails to meet the obligations set forth in Article VII above; (B) LICENSOR determines that such action is necessary to meet requirements for public use specified by federal regulations issued after the Commission approves EFFECTIVE DATE of this Agreement AGREEMENT and such requirements are not reasonably satisfied by LICENSEE; (C) LICENSEE has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by this AGREEMENT; (D) LICENSEE commits a breach of a covenant or agreement contained in this AGREEMENT; (E) LICENSEE defaults in making any payment or report required by this AGREEMENT; (F) LICENSEE is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of a creditor; or (G) LICENSEE misuses the LICENSED PATENT APPLICATION. LICENSEE retains the right to terminate this AGREEMENT in the event that it disagrees with any modification thereof made by LICENSOR under Section 252(ethis paragraph and no relief satisfactory to it has been forthcoming upon request for the same under Article XII, paragraph 12.6 and/or 12.7. Any such termination must be made in writing. 10.3 At any time after ( ) years from the EFFECTIVE DATE of this AGREEMENT, LICENSEE shall have the right to terminate this AGREEMENT in its entirety at the end of any calendar year, provided that the manufacture, sale and marketing of the Act orLICENSED PRODUCTS, absent such Commission approvalLICENSED METHODS and LICENSED PROCESSES as an INVENTION are not economically feasible to LICENSEE, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved being exercisable by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar to terminate given by LICENSEE to LICENSOR at least sixty (60) days prior to the end of such year. 10.4 Upon expiration or termination of the Term this AGREEMENT, neither party shall be obligated to the effect other, except as set forth in paragraph 10.6 hereof. Unless this AGREEMENT is terminated by LICENSOR pursuant to subsection (C), (D), (E), (F) or (G) of paragraph 10.2, LICENSEE may sell any LICENSED PRODUCTS, LICENSED METHODS and LICENSED PROCESSES which are on hand as inventory or works in progress at the time of such expiration or termination for the ( ) month period following such expiration or effective date of termination; provided that such Party does not intend all payments then due are first made to extend the TermLICENSOR, this Agreement shall remain in full force and effect on statements and payments with respect to products sold after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4termination are thereafter made in accordance with this AGREEMENT. 7.3 Notwithstanding 10.5 Prior to any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products modification or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 AGREEMENT, LICENSOR shall take effect immediately upon delivery of furnish LICENSEE with a written notice of intention to modify or terminate, and LICENSEE shall be allowed sixty (60) days after the date of such notice to remedy any breach or default of any covenant or agreement of this AGREEMENT or to show cause why this AGREEMENT should not be modified or terminated. If this AGREEMENT has been modified or terminated, in whole or in part by LICENSOR, LICENSEE may appeal to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, this Agreement continues in full force and effect after the expiration Department of the Term, either Party may terminate this Agreement after delivering written notice to Army any decision or determination concerning the other Party of its intention to terminate this Agreement, subject to Sections 7.5 and 7.6. Neither Party shall have any liability to the other Party for modification or termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6AGREEMENT. 7.5 Upon 10.6 The words “termination” and “expiration” and cognate words, such as “term” and “terminate”, used in Article X and elsewhere in this AGREEMENT, are to be read, except where the contrary is specifically indicated, as omitting from their effect the following rights and obligations, all of which survive any termination or expiration to the degree necessary to permit their complete fulfillment or discharge: (A) LICENSEE’s obligation to supply reports as specified in Article V, paragraph 5.3 of this Agreement AGREEMENT; (B) LICENSOR’s right to receive or recover, and LICENSEE’s obligation to pay, royalties (including MINIMUM ANNUAL ROYALTIES) accrued or accruable for payment at the time of any expiration or termination as specified in accordance with Sections 7.2Article IV, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope paragraph 4.6 of this AgreementAGREEMENT; (C) LICENSEE’s obligation to maintain records and LICENSOR’s right to conduct a final audit as provided in Article V, paragraph 5.4 of this AGREEMENT; (D) Any cause of action or claim of LICENSOR accrued or to accrue because of any breach or default by LICENSEE; and 7.5.2 Each Party shall promptly pay all amounts owed (E) LICENSEE’s indemnification obligation under Article XII, paragraph 12.5 of this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall surviveAGREEMENT. 7.6 If either Party serves notice 10.7 This AGREEMENT may be modified or terminated upon the mutual agreement of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have tenLICENSOR and LICENSEE.

Effective Date Term and Termination. 7.1 In AT&T-13STATE18.1 Prior to the EFFECTIVE DATE, neither PARTY shall have any obligation or liability hereunder except as provided for in this Section 18.1. Prior to the EFFECTIVE DATE, each PARTY shall use its COMMERCIALLY REASONABLE EFFORTS to take or cause to be taken all actions necessary or desirable to satisfy the conditions set forth in this AGREEMENT and shall cooperate fully with the exception other in preparing and filing all notices, applications, submissions, reports and other documents that are necessary or desirable to obtain the approval of AT&T OHIO, the Effective Date respective GOVERNMENTAL AUTHORITY in the TERRITORY with respect to the transactions contemplated hereby. 18.2 This AGREEMENT shall come into effect and full force on the EFFECTIVE DATE for a term of this Agreement shall be ten (10) calendar days after years. Thereafter, the Commission approves this Agreement under Section 252(eAGREEMENT will be automatically extended for consecutive two (2) year periods unless terminated by FIRST HORIZON giving twelve (12) months prior written notice expiring at the end of the Act or, absent such Commission approvalinitial period or any subsequent two (2) year period. Prior to the commencement of any two (2) year period, the date PARTIES may renegotiate the commercial terms of this Agreement AGREEMENT according to the then prevailing situation, provided that neither PARTY is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filingobligated to engage in such renegotiation. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party 18.3 Either PARTY may terminate this Agreement and AGREEMENT at any time by giving written notice to the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, other PARTY in the event that that: 18.3.1 Any proceeding in bankruptcy or in reorganization (other than internal re-organization) or for the appointment of a receiver or trustee or any other proceedings under a law for the relief of debtors shall be instituted by or against the other Party fails to perform a PARTY which are not dismissed within sixty (60) days; 18.3.2 The other PARTY defaults in the performance of any material obligation or breaches a obligations imposed on it by this AGREEMENT and such default is not remedied in all material term of this Agreement and the other Party fails to cure such nonperformance or breach respects within forty-five (45) calendar days after of receipt of written notice thereofdemand from the notifying PARTY to cure the default. 18.4 This AGREEMENT may be terminated by either PARTY if the conditions precedent to EFFECTIVE DATE do not occur by July 1st, 2002. 18.5 If this AGREEMENT is terminated such expiration or termination shall neither release the other PARTY from any obligation to make payments accrued hereunder prior to the date of such expiration or termination and shall not release the PARTIES from the secrecy obligations as provided in Article 13 or the indemnity obligations of Articles 14 and 15. Any FIRST HORIZON, however, is entitled to sell and/or use all stocks of PRODUCTS received prior to the effective date of termination hereunder. 18.6 If this AGREEMENT is terminated as a result of FIRST HORIZON's breach of this Agreement, FIRST HORIZON shall immediately reassign the NDA-approval No. 20[ ]356 for FINISHED PRODUCTS in the TERRITORY without any charge to BAYER or to a party designated by BAYER. From the effective date of any termination hereunder the PARTIES shall cease to use TECHNICAL INFORMATION or COMMERCIAL INFORMATION received from the other PARTY under this AGREEMENT and, upon request, shall either destroy or return all copies of such TECHNICAL INFORMATION or COMMERCIAL INFORMATION received. The obligation of confidentiality and non use shall survive the expiration or termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereofAGREEMENT. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for 18.7 The termination of this Agreement pursuant AGREEMENT will not influence any license granted to this Section 7.4 other than its obligations under Sections 7.5 and 7.6BAYER according to Article 11.2, unless, however, termination of the AGREEMENT has resulted from BAYER's breach of the AGREEMENT. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with 12.1 This Agreement shall become effective on the exception date of AT&T OHIO, the occurrence of the last of the following events (the "Effective Date Date"): (a) this Agreement shall have been executed by all the Parties; and (b) this Agreement and the transactions contemplated hereby shall have received the requisite corporate approvals of the New Shareholders; and shall remain in effect as to each individual or entity who is or becomes a party as long as such individual or entity funds shares in RHP; 12.2 This Agreement may be terminated at any time upon agreement of all persons or entitles who are Parties. The Parties expressly waive Article 1266 of the Indonesian Civil Code to the extent necessary to effect termination of this Agreement shall as provided herein without judicial involvement. 12.3 Should one party (referred to in this Article 12.3 as the "Defaulting Shareholder"): (i) enter into any voluntary arrangements with creditors, appoint receivers or liquidators, become insolvent, file, or have filed against it a petition to be ten declared bankrupt or be the subject of a similar proceeding, which petition is not revoked, or lifted or denied by the court, within 60 (10sixty) calendar days after the Commission approves this Agreement under Section 252(edate such petition was filed; or (ii) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding breach any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails has a material impact on RHP's ability to perform a material obligation its business or breaches a material term which jeopardizes the rights of this Agreement Parties not in breach as contemplated hereunder, and the other Party fails to cure such nonperformance or which breach is not cured within forty-five 60 (45sixty) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or from any other party; or (iii) breach any material provision of any other agreement with RHP, which breach is not cured within forty-five 60 (45sixty) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2cure from any other party; then, this Agreement continues subject to applicable laws and regulations, the party(ies) who is (are) not so insolvent, in full force bankruptcy proceedings, or in breach shall be entitled, at its (their) option and effect after the expiration of the Term, either Party may terminate this Agreement after delivering upon written notice to the other Party Defaulting Shareholder, to purchase (or cause its (their) lawful designee to purchase) on a pro rata basis the shares of its intention to terminate this Agreement, subject to Sections 7.5 RHP held by the Defaulting Shareholder at a price and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 on terms and 7.6. 7.5 Upon termination or expiration of this Agreement conditions in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations the provisions on transfer of shares set forth in Section 42the Articles of Association. In the event there is more than one party not insolvent, Scope in bankruptcy proceedings or in breach, such parties shall determine by vote whether to exercise the rights hereunder, with each such party being entitled to vote in accordance with the number of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall surviveshares it owns. 7.6 12.4 The Parties further agree that: (a) if the Parties in good faith conclude that the continuation of RHP no longer will be feasible because of a deadlock in the Direksi or Dewan Komisaris; or (b) if legal or political reasons arise in the USA or in the Republic of Indonesia which have a material adverse financial effect on RHP; then the Parties will discuss the means of winding up the Company. If either Party serves notice the Parties are unable to agree within 90 (ninety) days as to the manner in which the assets of expiration pursuant RHP are to Section 7.2 or Section 7.4be distributed to the Parties, CLEC then RHP shall have tenbe dissolved and all of the assets owned by RHP shall be liquidated and sold and the proceeds realized from liquidation distributed in accordance with the procedures set forth in the Amended Articles of Association and Indonesian company law.

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this a) This Agreement shall be ten effective when registered pursuant to Section 328 of the New York City Charter. The term of the Agreement shall commence upon a date (10the “Commenceme nt Date”) calendar days set forth in a Notice to Proceed, which shall be sent by DEP by email and ordinary mail to the Customer at its address as designated in Section 9, below, after the Commission approves this Agreement under Section 252(ebecomes effective. The term shall expire on October 1, 2022 (the “Expiration Date”) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until unless sooner terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately party upon delivery of thirty days’ written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereofparty at its address as designated in Section 9, below. 7.4 If pursuant b) In the event of any early termination by DEP under Subsection 1(a), above, DEP agrees to reimburse the Customer for Eligible Costs, as defined below in Section 7.25, this Agreement continues in full force and effect after incurred under 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination terms of this Agreement pursuant prior to this Section 7.4 other than its obligations under Sections 7.5 termination. In the event of any such early termination by the Customer or by DEP, the Customer hereby agrees to reimburse DEP for any funds received that the Customer did not expend prior to notice of termination in accordance with the terms and 7.6. 7.5 Upon termination or expiration conditions of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations as more specifically set forth in Subsection 7(d), below. c) In the event the Work/Services (as defined in Section 424(a)) being funded hereunder are not completed prior to the Expiration Date, Scope the term of this Agreement; and 7.5.2 Each Party Agreement may be extended where, in the opinion of DEP’s Agency Chief Contracting Officer (“ACCO”), the Customer, without any fault on the part of the Customer, has been delayed and will not be able to complete the Work/Services prior to the Expiration Date. Upon submission of a written notice from the Customer to the DEP Project Manager (at the address specified in Section 9) documenting the causes of the delay in such form as is satisfactory to the ACCO, the ACCO may, in his/her discretion, grant an extension of the term for up to one year to complete the Work/Services. Such extension, if granted, would be solely for the purpose of completing the Work/Services, and the Work/Services shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies be completed within the extended term with no increase in the Total Eligible Costs (as defined in Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive5). 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this 20.1 This Agreement shall be ten effective (10“Effective Date”) calendar days after upon approval by the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 20.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire May 28, 2004 (the “Term”). Absent the receipt by one Party of written notice from the other Party within at least 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the TermTerm of this Agreement, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 20.3 or 7.420.5, below. 7.3 Notwithstanding 20.3 Except as specifically otherwise provided in Appendix Structured Access, White Pages, Resale and UNE and notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, Party in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such material nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 20.3, and pursuant to Section 44 Billing and Payment of Charges, shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Provided, however, that nothing contained in this paragraph shall be deemed to prevent either Party from seeking relief of any kind, including but not limited to a restraining order or injunctive relief, from any court or regulatory agency to prevent any termination of this Agreement, notwithstanding the dispute resolution provisions of Section 46 of this Agreement. 7.4 20.4 If pursuant to Section 7.220.2, 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 7.5 Section 20.5 and 7.620.6, below. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 20.4 other than its obligations under Sections 7.5 Section 20.5 and 7.6.20.6, below. Page 40 of 562 GENERAL TERMS AND CONDITIONS Page 36 of 93 NEVADA/MCIMETRO ACCESS TRANSMISSION SERVICES LLC 7.5 20.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2this Section 20.2, 7.3 20.3 or 7.420.4, above: 7.5.1 Each (a) each Party shall continue to comply with its obligations set forth in Section 4254, Scope of this Agreementbelow; and 7.5.2 Each (b) each Party shall promptly pay all amounts (including any late payment charges) owed under this Agreement Agreement; or place any Disputed Amounts into an escrow account that complies with Section 10.4 44.4 hereof;; and 7.5.3 (c) Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party(d) each Party 's indemnification obligations shall survive. 7.6 20.6 If either Party serves notice of expiration pursuant to Section 7.2 20.2 or Section 7.420.4, CLEC shall have tentwenty (20) calendar days to provide SBC-13STATE written confirmation if CLEC wishes to pursue a successor agreement with SBC- 13STATE or terminate its agreement. CLEC shall identify the action to be taken on each applicable (13) state(s). If CLEC wishes to pursue a successor agreement with SBC-13STATE, CLEC shall attach to its written confirmation or notice of expiration/termination, as applicable, a written request to commence negotiations with SBC-13STATE under Sections 251/252 of the Act and identify each of the state(s) the successor agreement will cover. Upon receipt of CLEC’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement. 20.7 The rates, terms and conditions of this Agreement shall continue in full force and effect until the earlier of (i) the effective date of its successor agreement, whether such successor agreement is established via negotiation, arbitration or pursuant to Section 252(i) of the Act; or (ii) the date that is ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request; unless negotiations are in progress or arbitration has been demanded provided, however, when a successor agreement becomes effective, the terms, rates and charges of such successor agreement shall apply retroactively back to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. In the event a successor agreement is not established via negotiation or arbitration ten (10) months after the date on which SBC-13STATE received CLEC’s Section 252(a)(1) request, the parties agree to continue to operate under the non-monetary terms and conditions of this Agreement until such successor agreement is established; provided, however, that the rates and charges of such successor agreement shall apply retroactively back Page 41 of 562 GENERAL TERMS AND CONDITIONS to the date this Agreement is terminated or expires, whichever is later, and that the retro-active true-up shall be completed within ninety (90) calendar days following the effective date of such successor Agreement. 20.8 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), CLEC withdraws its Section 252(a)(1) request, CLEC must include in its notice of withdrawal a request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that CLEC does not wish to pursue a successor agreement with SBC-13STATE for a given state. The rates, terms and conditions of this Agreement shall continue in full force and effect until the later of: 1) the expiration of the term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provides notice of withdrawal of its Section 252(a)(1) request. If the Term of this Agreement has expired, on the earlier of (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of CLEC's notice of withdrawal of its Section 252(a)(1) request or (ii) the effective date of the agreement following approval by the Commission of the adoption of an agreement under 252(i), the Parties shall, have no further obligations under this Agreement except those set forth in Section 20.5 of this Agreement. 20.9 If CLEC does not affirmatively state that it wishes to pursue a successor agreement with SBC-13STATE in its, as applicable, notice of expiration or termination or the written confirmation required after receipt of the SBC-owned ILEC’s notice of expiration or termination, then the rates, terms and conditions of this Agreement shall continue in full force and effect until the later of 1) the expiration of the Term of this Agreement, or 2) the expiration of ninety (90) calendar days after the date CLEC provided or received notice of expiration or termination. If the Term of this Agreement has expired, on the ninety-first (91st) day following CLEC provided or received notice of expiration or termination, the Parties shall have no further obligations under this Agreement except those set forth in Section 20.5 of this Agreement. 20.10 In the event of termination of this Agreement pursuant to Section 20.9, SBC- 13STATE and CLEC shall cooperate in good faith to effect an orderly transition of service under this Agreement; provided that CLEC shall be solely responsible (from a financial, operational and administrative standpoint) to ensure that its End Users have been transitioned to a new LEC by the expiration date or termination date of this Agreement.

Effective Date Term and Termination. 7.1 8.1 This Agreement becomes effective on signing by both parties. 8.2 This Agreement has a fixed term until December 31st 2008. During this term neither party may terminate the Agreement without good cause. The agreement may be terminated without good cause for the first time with effect on January 1st 2009 with a 3 months notice and in writing. Should the agreement not be terminated, it is automatically extended by one further year. In AT&T-13STATE, with the exception of AT&T OHIOall subsequent years, the Effective Date notice period is 3 months to December 31st of the current year. 8.3 The right to termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if a) insolvency, composition or bankruptcy proceedings have been initiated against one of the Parties or the initiation of such proceedings has been refused due to lack of funds sufficient to cover the costs thereof; b) a third party acquires direct or indirect control over one of the Parties and such acquisition adversely affects the interests of the other Party; c) IBC ceases to make payments or is in default with payment obligations under this Agreement for more than 60 days despite a written reminder from XXXXX and the appointment of an appropriate time limit as stated in 6.5.; d) one of the Parties transfers rights and/or obligations under this Agreement to third parties without the prior written consent of the other Party in violation of Clause 13; e) the Products do not fulfil the agreed specification which is proved by a reputable institute shown in 5.5. despite a written reminder from IBC and the appointment of an appropriate time limit; f) XXXXX doesn’t fulfil the warranty-obligations of this Agreement despite a written reminder from IBC and the appointment of an appropriate time limit; g) XXXXX xxxxx without a written approval from IBC Products directly to final users or installers (except for end-user or installer with a demand of above 3MWp/Year) or to customers for which IBC has explicit asked XXXXX for a customer-protection under condition in 5.11. 8.4 Any termination shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall to have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain been duly given only if made in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Partywriting, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement English language and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice if delivered to the other Party that it failed following addresses: If to cure such nonperformance XXXXX, to: Changzhou Xxxxx Solar Energy Co., Ltd, No. 2 Xxx Xxxx Yi Road, Electronics Park, New District, Changzhou, Xxxxxxx, Xxxxxxx 000000, Xxxxx if to IBC to: XXX-XXXXX XX, Xx Xxxxxxxxxxx 00, 00000 Xxx Xxxxxxxxxxxx, Xxxxxxx; and if made in the following manner: (i) hand delivery against a receipt signed and dated by the addressee, (ii) registered mail with return receipt requested, or breach within forty-five (45iii) calendar days after written notice thereofcourier. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on April 28, 2008, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on April 28, 2009 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on December 14, 2007, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on December 13, 2008 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten

Effective Date Term and Termination. 7.1 (a) This Agreement shall become effective as of November 22, 2006, and shall continue for an initial term of 24 months. At the end of the initial term, this Agreement will renew for successive one year renewal terms, unless cancelled in writing by either party without cause at least 120 days before the end of the initial term or any renewal term. This Agreement may be terminated by Brink’s as specified in Exhibit C(g). This Agreement supersedes any and all prior agreements between the parties. (b) In AT&T-13STATE, with the exception of AT&T OHIOevent that either party commits a Default under this Agreement, the Effective Date non-defaulting party shall give written notice of the Default to the defaulting party. If the defaulting party does not cure such default within seven business days, or if there is a subsequent Default of the same nature within a 6-month period of each other, then the non-defaulting party shall have the right to terminate this Agreement shall be by giving ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approvalwritten notice. With respect to UPG, the date this Agreement is deemed approved term “Default” means a failure to meet a material shipping or warehousing obligation under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The Agreement shall have a term (Term) of three (3) years commencing upon the Effective Date of this Agreement. Absent With respect to Brink’s, the receipt term “Default” means a failure to meet a material payment obligation under this Agreement. With respect to both parties, an occurrence shall not be considered a Default if it is caused by one Party an event or condition beyond the party’s reasonable control, including Acts of written notice God, war and terrorist attacks or threats. Provided, however, upon early termination, Brink’s will purchase from the other Party within 180 calendar days prior UPG any and all remaining inventory procured by UPG pursuant to the expiration this Agreement (including inventory in transit) and pay any applicable cancellation fees of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain manufacturer. By: Xxxxxxx Xxxxxx SVP and CFO Date: By: By: Xxxxx Xxxxxx Xxxx Xxx President & CEO VP Business Development & Marketing Date: Date: As stated in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision 1 of this Agreement, either Party Brink’s may terminate this Agreement purchase from UPG the UPG 1245 (12v-4.5AH) battery and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, 3-Prong 16.5V -40Va transformer (“UPG Products”) at the sole discretion of the terminating Party, prices listed in Exhibit C in the event that the other Party fails to perform a material obligation or breaches a material term quantities determined by Brink’s. The purchase of this Agreement such batteries and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice transformers is subject to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereoffollowing additional terms and conditions. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.61. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have tenU.L.

Effective Date Term and Termination. 7.1 In AT&T-13STATE, with the exception of AT&T OHIO, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. In AT&T OHIO, based on the PUC-OH, the Agreement is Effective upon filing and is deemed approved by operation of law on the 91st day after filing. 7.2 The term of this Agreement shall have a term (Term) of three (3) years commencing commence upon the Effective Date of this AgreementAgreement and shall expire on July 30, 2009, provided; however, should CLEC implement (i.e. provided assurance of payment, ordered facilities, and submitted ASRs for trunking) this Agreement within six (6) months of the Effective Date, then this Agreement will automatically renew for one additional year and expire on July 30, 2010 (the “Term”). Absent the receipt by one Party of written notice from the other Party within 180 calendar days prior to the expiration of the Term to the effect that such Party does not intend to extend the Term, this Agreement shall remain in full force and effect on and after the expiration of the Term until terminated by either Party pursuant to Section 7.3 or 7.4. 7.3 Notwithstanding any other provision of this Agreement, either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Lawful Unbundled Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section 7.3 shall take effect immediately upon delivery of written notice to the other Party that it failed to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. 7.4 If pursuant to Section 7.2, 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 7.5 and 7.6. Neither Party shall have any liability to the other Party for termination of this Agreement pursuant to this Section 7.4 other than its obligations under Sections 7.5 and 7.6. 7.5 Upon termination or expiration of this Agreement in accordance with Sections 7.2, 7.3 or 7.4: 7.5.1 Each Party shall continue to comply with its obligations set forth in Section 42, Scope of this Agreement; and 7.5.2 Each Party shall promptly pay all amounts owed under this Agreement or place any Disputed Amounts into an escrow account that complies with Section 10.4 hereof; 7.5.3 Each Party's confidentiality obligations shall survive; and 7.5.4 Each Party's indemnification obligations shall survive. 7.6 If either Party serves notice of expiration pursuant to Section 7.2 or Section 7.4, CLEC shall have ten