Common use of Non-Electronic Orders Clause in Contracts

Non-Electronic Orders. Prior to 2/28/00, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any If Requesting Carrier Service Order fails to establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Requesting Carrier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty-five (45) days prior to the first Non-Electronic Order submitted by Requesting Carrier hereunder, and every calendar month thereafter, Requesting Carrier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Requesting Carrier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non- Electronic Forecast”). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non- Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (ii) Requesting Carrier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non-Electronic Order shall be (1) subject submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to additional non-recurring charges, as set forth Ameritech through the use of a dedicated facsimile number to be identified in the Pricing Schedule, that compensate Implementation Plan. (iii) Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such shall process Requesting Carrier’s Non-Electronic Orders, (2) processed and provisioned Orders on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Ameritech; provided, that forecasted Non-Electronic Orders will receive first priority and any orders submitted hereunderthat exceed the Non- Electronic Forecast for a given day will receive second priority. (iv) In addition to the non-recurring charges described in Section 10.4, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a each Non-Electronic Order submitted by Requesting Carrier to Ameritech shall be subject to a non-recurring charge of (1) $24.19 per order for residential Resale Services and (2) $17.17 per order for business Resale Services (which charges represent the reasons set forth combined service order charge and Non-Electronic Order charge) and, if applicable, any additional charges authorized by the Commission that compensate Ameritech for its costs in clause accordance with Section 252(d) of the Act to process such Non- Electronic Orders. (iiv) above, Requesting Carrier shall provide written to Ameritech not less than ninety (via facsimile90) and telephonic days notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using Carrier’s first order for “live” Resale Services through the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI (a “Non-Electronic Order”” ) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) solely by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Non-Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Non-Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any If Requesting Carrier Service Order fails to establish the Provisioning EI so that it is not submitted unable to submit live orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Requesting Carriers submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty-five (45) days prior to the first Non-Electronic Order submitted by Requesting Carrier hereunder, and every calendar month thereafter, Requesting Carrier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Requesting Carrier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the Non-Electronic Forecast). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non-Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (ii) Requesting Carrier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non-Electronic Order shall be (1) subject submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to additional non-recurring charges, as set forth Ameritech through the use of a dedicated facsimile number to be identified in the Pricing Schedule, that compensate Implementation Plan. (iii) Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such shall process Requesting Carriers Non-Electronic Orders, (2) processed and provisioned Orders on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Ameritech; provided, that forecasted Non-Electronic Orders will receive first priority and any orders submitted hereunderthat exceed the Non-Electronic Forecast for a given day will receive second priority. (iv) In addition to the non-recurring charges described in Section 10.4, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a each Non-Electronic Order submitted by Requesting Carrier to Ameritech shall be subject to an additional non-recurring charge of $9.02 per Non-Electronic Order and any additional charges authorized by the Commission that compensate Ameritech for its costs in accordance with Section 252(d) of the reasons set forth in clause Act to process such Non-Electronic Orders. (iiv) above, Requesting Carrier shall provide written to Ameritech not less than ninety (via facsimile90) and telephonic days notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using Carriers first order for live Resale Services through the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Non- Electronic Order for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-first- in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Non-Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any If Requesting Carrier Service Order fails to establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Requesting Carrier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty- five (45) days prior to the first Non-Electronic Order submitted by Requesting Carrier hereunder, and every calendar month thereafter, Requesting Carrier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Requesting Carrier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non-Electronic Forecast”) provided, that such Non-Electronic Forecast may not exceed fifty (50) Non- Electronic Orders per day. The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non-Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. 8822090.1 102708 1111C 96252093 (ii) Requesting Carrier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non-Electronic Order shall be (1) subject submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to additional non-recurring charges, as set forth Ameritech through the use of a dedicated facsimile number to be identified in the Pricing Schedule, that compensate Implementation Plan. (iii) Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such shall process Requesting Carrier’s Non-Electronic Orders, (2) processed and provisioned Orders on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Ameritech; provided, that forecasted Non-Electronic Orders will receive first priority and any orders submitted hereunderthat exceed the Non-Electronic Forecast for a given day will receive second priority. (iv) In addition to the non-recurring charges described in Section 10.4, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a each Non-Electronic Order submitted by Requesting Carrier to Ameritech shall be subject to an additional non-recurring charge of $9.02 per Non-Electronic Order and any additional charges authorized by the Commission that compensate Ameritech for its costs in accordance with Section 252(d) of the reasons set forth in clause Act to process such Non-Electronic Orders. (iiv) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.not less than ninety

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier Frontier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation If Frontier fails to accept or provision any Requesting Carrier Service Order establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Frontier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty- five (45) days prior to the first Non-Electronic Order submitted by Frontier hereunder, and every calendar month thereafter, Frontier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Frontier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non- Electronic Forecast”). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non-Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (ii) Frontier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non- 861229.2 102208 1516C 96252093 Electronic Order shall be submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to Ameritech through the use of a dedicated facsimile number to be identified in the Implementation Plan. (iii) Ameritech shall process Frontier’s Non-Electronic Orders on a first- in, first-out basis with respect to all Non-Electronic Orders received by Ameritech; provided, that forecasted Non-Electronic Orders will receive first priority and any orders submitted that exceed the Non- Electronic Forecast for a given day will receive second priority. (iv) In addition to the non-recurring charges described in Section 10.4, each Non-Electronic Order submitted by Frontier to Ameritech shall be (1) subject to additional a non-recurring charges, as set forth in charge of $8.91 per Non-Electronic Order and any additional charges authorized by the Pricing Schedule, Commission that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for process such Non-Electronic Orders, . (2v) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier Frontier shall provide written to Ameritech not less than ninety (via facsimile90) and telephonic days notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using Frontier’s first order for “live” Resale Services through the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice 12716496.1 110201 1406C 00650405 as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any If Requesting Carrier Service Order fails to establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Requesting Carrier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty-five (45) days prior to the first Non-Electronic Order submitted by Requesting Carrier hereunder, and every calendar month thereafter, Requesting Carrier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Requesting Carrier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non-Electronic Forecast”). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non-Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (ii) Requesting Carrier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non-Electronic Order shall be (1) subject submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to additional non-recurring charges, as set forth Ameritech through the use of a dedicated facsimile number to be identified in the Pricing Schedule, that compensate Implementation Plan. (iii) Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such shall process Requesting Carrier’s Non-Electronic Orders, (2) processed and provisioned Orders on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Ameritech; provided, that forecasted Non-Electronic Orders will receive first priority and any orders submitted hereunderthat exceed the Non-Electronic Forecast for a given day will receive second priority. (iv) In addition to the non-recurring charges described in Section 10.4, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a each Non-Electronic Order submitted by Requesting Carrier to Ameritech shall be subject to an additional non-recurring charge of [$9.02] per Non-Electronic Order and any additional charges authorized by the Commission that compensate Ameritech for its costs in accordance with Section 252(d) of the reasons set forth in clause Act to process such Non-Electronic Orders. (iiv) above, Requesting Carrier shall provide written to Ameritech not less than ninety (via facsimile90) and telephonic days notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using Carrier’s first order for “live” Resale Services through the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation 12716496.1 80509 940C 00650405 to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Non-Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Non-Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any If Requesting Carrier Service Order fails to establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Requesting Carrier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non- Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty- five (45) days prior to the first Non-Electronic Order submitted by Requesting Carrier hereunder, and every calendar month thereafter, Requesting Carrier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Requesting Carrier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non-Electronic Forecast”). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non- Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (ii) Requesting Carrier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non-Electronic Order shall be submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to Ameritech through the use of a dedicated facsimile number to be identified in the Implementation Plan. (iii) Ameritech shall process Requesting Carrier’s Non-Electronic Orders on a first-in, first-out basis with respect to all Non- Electronic Orders received by Ameritech. (iv) In addition to the non-recurring charges described in Section 10.4, each Non-Electronic Order submitted by Requesting Carrier to Ameritech shall be subject to a non-recurring charge of (1) subject to $24.19 per order for residential Resale Services and (2) $17.17 per order for business Resale Services (which charges represent the combined service order charge and Non-Electronic Order charge) and, if applicable, any additional non-recurring charges, as set forth in charges authorized by the Pricing Schedule, Commission that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for process such Non-Electronic Orders, . (2v) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.not less than ninety

Non-Electronic Orders. Prior to 2/28/00On or before October 28, 2000, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI after October 28, 2000 (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) solely by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order on or before October 28, 2000 or for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech Amerltech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier Frontier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation If Frontier fails to accept or provision any Requesting Carrier Service Order establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Frontier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty- five (45) days prior to the first Non-Electronic Order submitted by Frontier hereunder, and every calendar month thereafter, Frontier shall be provide to Ameritech a three (13) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) month rolling forecast of the Act to receive, process, provision and perform maintenance and repair for such number of daily Non-Electronic OrdersOrders that Frontier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non- Electronic Forecast”). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non-Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (2ii) processed Frontier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non- Electronic Order shall be submitted in a standard, legible typewritten format provided by Ameritech and provisioned shall be submitted to Ameritech through the use of a dedicated facsimile number to be identified in the Implementation Plan. (iii) Ameritech shall process Frontier’s Non-Electronic Orders on a first-first- in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Wide and in the aggregate for all Ameritech; provided, that forecasted Non-Electronic Orders will receive first priority and any orders submitted hereunderthat exceed the Non- Electronic Forecast for a given day will receive second priority. (iv) In addition to the non-recurring charges described in Section 10.4, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a each Non-Electronic Order submitted by Frontier to Ameritech shall be subject to a non-recurring charge of $9.02 per Non-Electronic Order and, any additional charges authorized by the Commission that 6275755.2 101408 910C 96252093 compensate Ameritech for its costs in accordance with Section 252(d) of the reasons set forth in clause Act to process such Non-Electronic Orders. (iiv) above, Requesting Carrier Frontier shall provide written to Ameritech not less than ninety (via facsimile90) and telephonic days notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using Frontier’s first order for “live” Resale Services through the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before October 28, 2000, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any Requesting Carrier Service Order that is not submitted through the Provisioning EI after October 28, 2000 (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) solely by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Non- Electronic Order on or before October 28, 2000 or for the reasons set forth in clause (ii) above, the Parties agree that each Non-Electronic Order shall be (1) subject to additional non-recurring charges, as set forth in the Pricing Schedule, that compensate Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such Non-Electronic Orders, (2) processed and provisioned on a first-first- in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and (3) subject to a limit of twenty (20) orders per day (Region-Region- Wide and in the aggregate for all Non-Electronic Orders submitted hereunder, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a Non-Non- Electronic Order for the reasons set forth in clause (ii) above, Requesting Carrier shall provide written (via facsimile) and telephonic notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Non-Electronic Orders in lieu of using the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.

Non-Electronic Orders. Prior to 2/28/00On or before the Service Start Date, Requesting Carrier shall establish the Provisioning EI so that it may submit all orders for Resale Services to Ameritech through such Provisioning EI. Ameritech shall have no obligation to accept or provision any If Requesting Carrier Service Order fails to establish the Provisioning EI so that it is not submitted unable to submit “live” orders through the Provisioning EI (a “Non-Electronic Order”) except if Requesting Carrier is unable to submit a Service Order through the Provisioning EI and such inability is caused (i) by Ameritech’s equipment and facilities (e.g., a functional limitation or malfunction) or (ii) by the temporary interruption or malfunction of Requesting Carrier systems or interfaces that precludes Requesting Carrier from using the Provisioning EI. If Requesting Carrier submits a Non-Electronic Order for the reasons set forth in clause (ii) aboveService Start Date, the Parties agree that each the terms and conditions set forth in the Resale Tariff (including any forecasting requirements associated therewith that are inconsistent with any requirements contained in this Agreement) shall apply to Requesting Carrier’s submission of Non-Electronic Orders or, if no such terms or conditions are then set forth in the Resale Tariff or if the Resale Tariff is not then in effect, the following terms and conditions set forth in this Section 10.13.2(b) shall apply to such submission of Non-Electronic Orders. (i) In addition to, and not in lieu of Section 19.5.2, not less than forty-five (45) days prior to the first Non-Electronic Order submitted by Requesting Carrier hereunder, and every calendar month thereafter, Requesting Carrier shall provide to Ameritech a three (3) month rolling forecast of the number of daily Non-Electronic Orders that Requesting Carrier shall submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) for a given calendar month (the “Non- Electronic Forecast”). The Non-Electronic Forecast shall be developed using standard commercial and industry practices and procedures, including daily demand data updated to reflect actual demand. The Non- Electronic Forecast shall be submitted to Ameritech in a standard format provided by Ameritech. (ii) Requesting Carrier may submit to Ameritech Monday through Friday (excluding holidays on which the Service Center is closed) up to the number of Non-Electronic Orders forecasted for that given day. Each Non-Electronic Order shall be (1) subject submitted in a standard, legible typewritten format provided by Ameritech and shall be submitted to additional non-recurring charges, as set forth Ameritech through the use of a dedicated facsimile number to be identified in the Pricing Schedule, that compensate Implementation Plan. (iii) Ameritech for its costs in accordance with Section 252(d) of the Act to receive, process, provision and perform maintenance and repair for such shall process Requesting Carrier’s Non-Electronic Orders, (2) processed and provisioned Orders on a first-in, first-out basis with respect to all Non-Electronic Orders received by Ameritech and Ameritech. (3iv) subject In addition to a limit of twenty (20) orders per day (Regionthe non-Wide and recurring charges described in the aggregate for all Non-Electronic Orders submitted hereunderSection 10.4, whether for Resale Services, access to unbundled Network Elements or LNP or any combination thereof). If Requesting Carrier intends to submit a each Non-Electronic Order submitted by Requesting Carrier to Ameritech shall be subject to a non-recurring charge of (1) $24.19 per order for residential Resale Services and (2) $17.17 per order for business Resale Services (which charges represent the reasons set forth combined service order charge and Non-Electronic Order charge) and, if applicable, any additional charges authorized by the Commission that compensate Ameritech for its costs in clause accordance with Section 252(d) of the Act to process such Non- Electronic Orders. (iiv) above, Requesting Carrier shall provide written to Ameritech not less than ninety (via facsimile90) and telephonic days notice to its Ameritech account and service managers as soon as possible but prior to submitting such orders and shall provide in its notice (x) the reason Requesting Carrier is submitting such Non- Electronic Orders in lieu of using Carrier’s first order for “live” Resale Services through the Provisioning EI, (y) the time period for which Requesting Carrier will submit Non-Electronic Orders and (z) a good faith estimate of the number of Non-Electronic Orders to be submitted during such time period. Requesting Carrier agrees to use its best efforts to resume submitting Service Orders via the Provisioning EI as soon as possible but in any event within ten (10) Business Days after receipt by Ameritech of Requesting Carrier’s written notice as described above. Ameritech shall have no obligation to accept or process Non- Electronic Orders after such ten (10) Business Day period.