Common use of Term of the Agreement Clause in Contracts

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term This Agreement shall continue in full force and effect with respect to each Portfolio until the earlier of (a) two years from the date this Agreement shall be two yearsis approved by the Trustees, beginning on or (b) the Effective Datefirst meeting of the shareholders of the Portfolio of the Trust after the date hereof. If as approved at such meeting by the affirmative vote of a majority of the expiration of this Agreement, a Subsequent Agreement outstanding voting securities (as defined in Section B below) has not been executed by the PartiesAct), of the Portfolio with respect to such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights in full force and obligations effect with respect to such Portfolio from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement after expiration or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders fail to approve the Agreement as provided herein, the Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder. With respect to each Portfolio, this Agreement may be terminated at any time, without payment of penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as set forth defined in Section D below. B. No earlier the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than one hundred and eighty (180) days prior 30 nor more than 60 days' written notice to the expiration Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of this Agreementany penalty, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing on 90 days' written notice of such request to the other Party. Pursuant to Sections 251 Adviser and 252 of the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, the Parties shall negotiate the termsor after six months' written notice, conditions and prices of local interconnection to become effective upon the whichever is earlier. The termination of this Agreement. C. If, after one hundred and thirty-five Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (135in the manner required by the Act) days shall not affect the continued effectiveness of commencing the negotiation the Parties are unable this Agreement with respect to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252each other Portfolio subject hereto. The Parties further agree that This Agreement shall automatically terminate in the event the Commission does not issue of its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered assignment (as defined by the Commission, or negotiated by the Parties, Act). This Agreement will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may also terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In in the event that either Party terminates this the Advisory Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to by and between the terms, conditions Trust and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaAdviser is terminated.

Term of the Agreement. A. The initial term This Agreement shall continue in full force and effect with respect to each Portfolio until the earlier of (a) two years from the date this Agreement shall be two yearsis approved by the Trustees, beginning on or (b) the Effective Datefirst meeting of the shareholders of the Portfolio of the Trust after the date hereof. If as approved at such meeting by the affirmative vote of a majority of the expiration of this Agreement, a Subsequent Agreement outstanding voting securities (as defined in Section B below) has not been executed by the PartiesAct), of the Portfolio with respect to such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights in full force and obligations effect with respect to such Portfolio from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement after expiration or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders fail to approve the Agreement as provided herein, the Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Act and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Act and the rules and regulations thereunder. With respect to each Portfolio, this Agreement may be terminated at any time, without payment of penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as set forth defined in Section D below. B. No earlier the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than one hundred and eighty (180) days prior 30 nor more than 60 days’ written notice to the expiration Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of this Agreementany penalty, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing on 90 days’ written notice of such request to the other Party. Pursuant to Sections 251 Adviser and 252 of the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, the Parties shall negotiate the termsor after six months’ written notice, conditions and prices of local interconnection to become effective upon the whichever is earlier. The termination of this Agreement. C. If, after one hundred and thirty-five Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (135in the manner required by the Act) days shall not affect the continued effectiveness of commencing the negotiation the Parties are unable this Agreement with respect to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252each other Portfolio subject hereto. The Parties further agree that This Agreement shall automatically terminate in the event the Commission does not issue of its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered assignment (as defined by the Commission, or negotiated by the Parties, Act). This Agreement will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may also terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In in the event that either Party terminates this the Advisory Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to by and between the terms, conditions Trust and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaAdviser is terminated.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective DateDate and shall apply to the state of Kentucky. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Section 2.3.2 below, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in In the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements Subsequent Agreement without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.3.1 Except as set forth in Section 2.3.2 below, Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section 2.3 above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinasixty

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on June 21, 2000 and shall apply to the Effective Datestate(s) of_Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Mpower pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Mpower pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on January 8, 2001, and shall apply to the Effective Datestates of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-to- month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth or Al-Call terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Al-Call pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Al-Call pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. The initial term of termof this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the AT&T Southeast Region 9-State in the stateof Mississippi. If Notwithstanding any prior agreement of the B. The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either party may request negotiation of a successor agreement by written notice to the other Party. The date of this notice will be thestarting point for the negotiatoi n window under section 252 of the Act. If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. C. If, as of the expiration of this Agreement, a Subsequent Subs equent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect Parties may continue to this negotiate a Subsequent Agreement after expiration shall be or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section D below. B. No earlier than one hundred B above, and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice terms of such request to the other Party. Pursuant to Sections 251 and 252 Subsequent Agreement shall be effective as of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that date as stated in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Subsequent Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a toa month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party AT&T terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer tooffer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouthAT&T's General Subscriber Services TariffTarfif, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that AT&T terminates this Agreement and AT&T provides services as stated above, the Parties may continue to negotiate a Subsequent Agreement, and the terms of such Subsequent Agreement shall be effective as of the date of execution.

Term of the Agreement. A. The initial term of termof this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the AT&T Southeast Region 9-State in the stateof Florida. If Notwithstanding any prior agreement of the B. The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either party may request negotiation of a successor agreement by written notice to the other Party. The date of this notice will be thestarting point for the negotiatoi n window under section 252 of the Act. If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. C. If, as of the expiration of this Agreement, a Subsequent Subs equent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect Parties may continue to this negotiate a Subsequent Agreement after expiration shall be or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section D below. B. No earlier than one hundred B above, and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice terms of such request to the other Party. Pursuant to Sections 251 and 252 Subsequent Agreement shall be effective as of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that date as stated in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Subsequent Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a toa month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party AT&T terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer tooffer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouthAT&T's General Subscriber Services TariffTarfif, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that AT&T terminates this Agreement and AT&T provides services as stated above, the Parties may continue to negotiate a Subsequent Agreement, and the terms of such Subsequent Agreement shall be effective as of the date of execution.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two (2) years, beginning on the Effective DateDate and shall apply to the State(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that, by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale, access to network elements and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”), which Subsequent Agreement will be for a term of at least two (2) years. C. 2.3 If, after within one hundred and thirty-five (135) days of after commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale, access to network elements and/or local interconnection terms, conditions and prices, either Party may petition the Commission for arbitration to establish appropriate local interconnection interconnection, access and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection, access and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection interconnection, access and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Except as set forth in Section 2.4, below, until the then current term date the Subsequent Agreement becomes effective, the Parties shall continue to be bound by the rates, terms and conditions of this Agreement, which shall remain in full force and effect until said date. Neither Party shall disrupt nor disturb the provision of services to the other Party during either the negotiation of, or the transition from this Agreement to, the Subsequent Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either (i) no arbitration petition has been filed in accordance with Section 2.3 above, or (ii) the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer provide services to Carrier Knology without interruption pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, then upon BellSouth's termination of this Agreement as provided herein, BellSouth will continue to provide services without interruption to Knology pursuant to BellSouth's the version of the standard interconnection agreement then in effect and made available to CLECs requesting negotiations pursuant to Section A35251 of the Act or at CLEC’s election, orpursuant to applicable BellSouth tariffs, in or as otherwise agreed, or (ii) to any Other Agreement adopted by Knology pursuant to Section 16 hereunder. In the event that an agreement between the Parties pursuant to the SGAT to BellSouth's standard interconnection agreement, or to BellSouth’s tariffs, becomes effective as between the Parties, the Parties may continue to negotiate a Subsequent Agreement, and the terms of such Subsequent Agreement shall be effective retroactive to the day following expiration of this Agreement; provided however, BellSouth may not charge Knology any non-recurring, termination or similar charges whatsoever for effecting the transition from this Agreement to the Subsequent Agreement, to BellSouth’s standard agreement, to the SGAT or to BellSouth tariffs, or to any Other Agreement, as the case may be. 2.4.1 Upon termination or expiration of North Carolinathis Agreement for any reason whatsoever, in the North CarolinaParties shall cooperate with one another and use their respective best reasonable commercial efforts to effectuate an orderly and efficient transition of the interconnection and/or access arrangements between Knology and BellSouth under this Agreement to comparable arrangements between Knology and any other carrier selected by Knology at its sole discretion.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Florida, Georgia and Kentucky. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. If . 2.2 The Parties agree that no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). 2.3 If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.4 If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, and the Parties are not yet in arbitration, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is actively being negotiated. The Parties’ rights negotiated in good faith or alternatively, a timely petition has been filed with the respective Commission and obligations with respect to this the Subsequent Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior is subject to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request respective Commission arbitration pursuant to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted Upon conversion to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreementduring such negotiations, and such negotiations have continued for at least one hundred and sixty (160) days and provided that the Parties have are not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in arbitration, then either Party Party, in its discretion, may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . Notwithstanding the foregoing, the Agreement cannot be terminated prior to 180 days after the original expiration date. In the event that either Party BellSouth terminates this Agreement as provided Section Dherein, BellSouth shall continue to offer provide services to Carrier Comcast Phone pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariffstandard interconnection agreement then in effect and made available to CLECs requesting negotiations pursuant to Section 251 of the Act. If the Parties are actively pursuing good faith negotiations for a Subsequent Agreement or a transition plan from this Agreement, except as expressly provided, neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement. 2.5 In the event that BellSouth’s standard interconnection agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section A352.3 above, orand the terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the expiration date of this Agreement unless the Parties agree otherwise. 2.6 To the extent Comcast Phone is not exchanging traffic with BellSouth, or Comcast Phone has not submitted orders pursuant to this Agreement within one-hundred- eighty (180) days of the Effective Date, BellSouth may at any time terminate this Agreement upon thirty (30) days written notice to Comcast Phone. Additionally, if BellSouth learns that Comcast Phone has ceased doing business in all states covered by this Agreement, BellSouth may immediately terminate this Agreement. For purposes of this section only, BellSouth may rely on the case following sources to identify whether Comcast Phone has ceased doing business in a state: (1) written notice from Comcast Phone stating that Comcast Phone has ceased operations in a state, or (2) any filings, public notices, decisions or orders available from a Commission, the FCC or a court of North Carolina, in the North Carolinacompetent jurisdiction.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning January 1, 2000. This Agreement shall be effective on the Effective Date. If as of date that the expiration of Kentucky Public Service Commission approves this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than six (6) months unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. USC 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 3.1 The initial term of this Agreement shall be two three and one half (3 ½) years, beginning on the Effective DateDate and shall apply to the AT&T territory in the state of South Carolina. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No 3.2 The Parties agree that by no earlier than two hundred seventy (270) calendar days and no later than one hundred and eighty (180) calendar days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations for a new agreement for a new agreement to be effective beginning on the expiration date of a successor interconnection agreement this Agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement). C. 3.3 If, after within one hundred and thirty-five (135) calendar days of commencing the designated start date of the negotiation referred to in Section 3.2, above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the Subsequent Agreement no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its Arbitration order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission interventionSubsequent Agreement, the terms, conditions and prices Subsequent Agreement ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to upon the day following effective date set forth in the expiration Subsequent Agreement. 3.4 Notwithstanding the foregoing and except as set forth in Section 3.4.1 below, in the event that, as of the date of the then current term of this Agreement. D. In the event the initial term expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or in accordance with Section 252 of the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms Act, then either Party may terminate this Agreement upon sixty (60) calendar days prior notice to the other Party. E. . In the event that either Party AT&T Page 7 of 321 General Terms and Conditions/BELLSOUTH TELECOMMUNICATIONS, INC. terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer services to Carrier NuVox pursuant to AT&T's then current standard interconnection agreement or NuVox may exercise its rights under Section 252(i) of the termsAct. In the event that AT&T's standard interconnection agreement becomes effective as between the Parties or NuVox adopts another agreement, conditions the Parties may continue to negotiate a Subsequent Agreement, and rates set forth the terms of such Subsequent Agreement shall be effective as of the effective date stated in BellSouth's General Subscriber Services Tariffsuch Subsequent Agreement. 3.4.1 If an arbitration proceeding has been filed in accordance with Section 252 of the Act and if the Commission does not issue its order prior to the expiration of this Agreement, Section A35, or, this Agreement shall be deemed extended on a month-to-month basis until the Subsequent Agreement becomes effective. The terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the case expiration date of North Carolina, in this Agreement unless the North CarolinaParties agree otherwise. Neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementAugust 21, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below2000. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. 2.4 Notwithstanding the foregoing, this Agreement may be renewed and extended in three (3) incremental twelve (12) month terms (“Renewal Terms”) on the conditions set forth in this Section 2.4. In order to renew this Agreement at the event the expiration of its initial term or at the expiration of any Renewal Term pursuant to this Agreement has expired and this Agreement has converted Section 2.4, the Party electing to a month-to-month term, and either Party has initiated negotiations renew shall provide written notice of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty its intent to renew (160“Request to Renew”) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant ten (10) months prior to the terms, conditions and rates set forth expiration of such term. The Party receiving the Request to Renew shall respond in BellSouth's General Subscriber Services Tariff, Section A35, writing within thirty (30) days indicating: (i) its agreement to the Renewal Term; or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 10.1 The initial Parties hereby confirm that, this Agreement becomes effective after duly signed by the Parties, with a valid term of three (3) year after the effectiveness date of this Agreement. Unless early termination agreed by the Parties in writing or extension in accordance with Article 10.2 herein, this Agreement shall be two years, beginning terminated on the Effective Dateexpiration date or upon the termination of the license right of the Licensed Trademarks indicated in Appendix I held by the Licensor (whichever is earlier). Notwithstanding the aforesaid agreements, the parties confirm that: the term during which the Licensor licenses the Licensee to use the marks “Phoenix+ (characters or graphics) ” listed in Article 3 of Appendix I hereto or added in the future is one year after the effectiveness date of this Agreement or the date when the License Fee of the newly added marks are confirmed by the parties in writing. Such term will be automatically extended for one year if the Licensor does not object upon expiration. If as the Licensor objects the extension, the Licensee shall stop using the aforesaid marks immediately, until the written license of the Licensor is obtained. Notwithstanding the aforesaid agreements, if the Licensor loses the controlling right over the Licensee due to the change of the shareholding of the Licensee, or the Licensee loses the qualification to operate such businesses continuingly due to the change of the national regulatory policies on the internet service business, the Licensor may terminate this Agreement immediately without any compensation to the Licensee. 10.2 Prior to expiration of the term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by with the Partieswritten confirmation of the Licensor, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiatedmay be extended. The Parties’ rights extended period will be confirmed by the Licensor and obligations with respect the Licensee otherwise through consultations. The Licensee does not have the right to this Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior to confirm the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination extension of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date 10.3 After termination of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the termscomply with their obligations under Articles 3, conditions 4 and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina6 herein.

Term of the Agreement. A. 1.1 The initial term of this Agreement shall be two yearsexpire on December 31, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below2002. B. No earlier 1.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 1.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 1.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local 4 States – GT&Cs 01-25-02 interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In 1.4 Except as otherwise provided herein, the event the initial term rates and terms of this Interconnection Agreement has expired shall commence as of the Effective Date and shall not be applied retroactively prior to the Effective Date. 1.5 Notwithstanding any term or condition contained in this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Interconnection Agreement, including Section 1.4 above, the Confidential Settlement Agreement by and such negotiations have continued for at least one hundred between ITC^DeltaCom and sixty (160) days BellSouth dated September 29, 2000, shall not be deemed to be modified or altered by anything contained herein and is intended by the Parties have not entered into a Subsequent to remain in full force and effect. The terms this Interconnection Agreement and either no arbitration petition has been filed or the Parties have not mutually that were agreed (where permissible) upon as part of such Confidential Settlement Agreement shall be applied retroactively to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other PartySeptember 29, 2000. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to Commission D. Notwithstanding the expiration foregoing, in the event that as of the date of expiration of this Agreement, or if the Parties continue beyond the expiration date Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended.

Term of the Agreement. A. The initial term of this Agreement shall be two five years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state of Louisiana. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that BellSouth terminates this

Term of the Agreement. A. The 2.1 This Agreement will commence upon approval by the Commission and has an initial term of this Agreement shall be two three (3) years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No 2.2 The Parties agree that no earlier than one hundred and eighty (180) days and no later than one hundred twenty (120) days prior to the expiration of this Agreement, either Party may initiate negotiations will have the right to request the negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing subsequent agreement. Such requests for renegotiation must be in the form of a written notice of such request to the other PartyParty (“Renegotiation Request”). Pursuant to Sections 251 If a Party requests the negotiation of a subsequent agreement and 252 of the Act, the Parties shall are unable to negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after a subsequent agreement within one hundred and thirty-five (135) days after receipt of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent AgreementRenegotiation Request, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the subsequent agreement pursuant to Section 252 of the Act (47 U.S.C. § 252). The Parties further agree that in During the event pendency of any proceedings initiated by a Party under Section 252 of the Act and until the Commission does not issue issues its order prior decision approving the subsequent agreement resulting from such proceedings, the Parties will continue to provide services to each other pursuant to this Agreement. 2.3 If no Party requests renegotiation, but services continue to be provided beyond the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will shall be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted deemed extended on a month-to-month basis. Upon conversion to a month-to-month term, and either Party has initiated negotiations may terminate this Agreement upon ninety (90) days written notice to the other Party if traffic will no longer be exchanged; provided, however, that this Agreement cannot be terminated prior to ninety (90) days after the original expiration date. 2.4 In the event that services are provided on a month-to-month basis beyond the term of a Subsequent this Agreement, the rates, at ILEC’s option, may be increased to the rates provided by ILEC’s then current Tariffs, price sheets, price catalog or interconnection agreements. ILEC shall continue to offer all services to Midcontinent previously available under this Agreement pursuant to the terms and such negotiations have continued for at least conditions herein provided. 2.5 If the Agreement has not been implemented one hundred and sixty (160) days and year after the Effective Date or if the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or cease the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution exchange of disputed terms traffic then either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . In addition, ILEC reserves the event that either Party terminates right to terminate this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to immediately upon notice from or verification by the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, Midcontinent that it has ceased offering Telecommunications Service in the case exchange of North Carolina. In addition to notice or verification from Midcontinent, ILEC may utilize any publicly available information in concluding that Midcontinent is no longer providing telecommunications in the North Carolinaexchange of or that Midcontinent's authority to provide telecommunications in the exchange of has been revoked or terminated, and immediately terminate this Agreement.

Term of the Agreement. A. The initial term of this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state(s) of Kentucky and Tennessee. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that BellSouth terminates this

Term of the Agreement. A. The initial term of this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaServices

Term of the Agreement. A. The initial term of this This Agreement shall be two years, beginning on the Effective Date. If become effective as of the expiration Effective Date and shall remain in effect for a fixed term of four (4) years (the "Term") thereafter unless terminated earlier pursuant to the provisions of Article 10. At the end of the Term, this AgreementAgreement may be renewed for an additional one (1) year period upon the mutual written consent of the parties. Licensee may at any time provide UPI with written notice (the "Licensee Notice") that Licensee wishes this Agreement to terminate in the manner set forth below in this Article 10. 1. After UPI's receipt of the Licensee Notice, a Subsequent Agreement Licensee will receive Ongoing Support (as defined in Section B belowthe Maintenance Agreement) for the remainder of the then-current Maintenance Period (as defined in the Maintenance Agreement), and may elect to receive Ongoing Support during subsequent Maintenance Periods, subject to the terms and conditions of the Maintenance Agreement. After UPI's receipt of the Licensee Notice, and provided that Licensee continues to receive Ongoing Support, (i) Licensee's rights under Article 2.1 with respect to each release of the UPI Client Software provided by UPI to Licensee prior to the date on which Licensee sent the Licensee Notice shall remain in effect for the remainder of the Support Availability Period for such release, (ii) Licensee shall have no rights under this Agreement to any future versions or releases of the UPI Client Software (other than rights to error corrections and other materials provided to Licensee as part of Ongoing Support), and (iii) after the Support Availability Period for a licensed release of the UPI Client Software, UPI will, at its option, either continue to provide maintenance and support for such release to Licensee under the terms defined in this Agreement for an additional three (3) years, or UPI will provide Licensee, at no charge, with a copy of the Source Code of such release of the UPI Client Software, which may be used by Licensee solely in order to provide maintenance and support to customers of the Enabled Devices incorporating such release. Notwithstanding the foregoing, (A) this Agreement can be earlier terminated in accordance with Article 10.2 or as otherwise expressly set forth herein, and (B) regardless of whether Licensee has not been executed by sent the PartiesLicensee Notice to UPI, this Agreement shall continue on a month-to-month basis while a Subsequent terminate in the event that Licensee elects to cease receiving any support under the Maintenance Agreement, or if the Maintenance Agreement is being negotiatedotherwise terminated pursuant to its terms. The Parties’ Licensee's license rights and obligations with respect to this Agreement after expiration under Article 2.1 shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective terminate upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Florida, Georgia and Kentucky. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. If . 2.2 The Parties agree that no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). 2.3 If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.4 If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, and the Parties are not yet in arbitration, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is actively being negotiated. The Parties’ rights negotiated in good faith or alternatively, a timely petition has been filed with the respective Commission and obligations with respect to this the Subsequent Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior is subject to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request respective Commission arbitration pursuant to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted Upon conversion to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreementduring such negotiations, and such negotiations have continued for at least one hundred and sixty (160) days and provided that the Parties have are not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in arbitration, then either Party Party, in its discretion, may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . Notwithstanding the foregoing, the Agreement cannot be terminated prior to 180 days after the original expiration date. In the event that either Party BellSouth terminates this Agreement as provided Section Dherein, BellSouth shall continue to offer provide services to Carrier Comcast Phone pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariffstandard interconnection agreement then in effect and made available to CLECs requesting negotiations pursuant to Section 251 of the Act. If the Parties are actively pursuing good faith negotiations for a Subsequent Agreement or a transition plan from this Agreement, except as expressly provided, neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement. 2.5 In the event that BellSouth’s standard interconnection agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section A352.3 above, orand the terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the expiration date of this Agreement unless the Parties agree otherwise. 2.6 To the extent Comcast Phone is not exchanging traffic with BellSouth, or Comcast Phone has not submitted orders pursuant to this Agreement within one-hundred- eighty (180) days of the Effective Date, BellSouth may at any time terminate this Agreement upon thirty (30) days written notice to Comcast Phone. Additionally, if XxxxXxxxx learns that Comcast Phone has ceased doing business in all states covered by this Agreement, BellSouth may immediately terminate this Agreement. For purposes of this section only, BellSouth may rely on the case following sources to identify whether Comcast Phone has ceased doing business in a state: (1) written notice from Comcast Phone stating that Comcast Phone has ceased operations in a state, or (2) any filings, public notices, decisions or orders available from a Commission, the FCC or a court of North Carolina, in the North Carolinacompetent jurisdiction.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three (3) years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Florida. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of the initial term of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Sections 2.3.1 and 2.3.2 below, this Agreement shall continue on a month-month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section D 2.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. § 252. 2.3.1 SanTel may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. The Parties further agree that Except as set forth in Section 2.3.2 below, notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinaaccordance with Section

Term of the Agreement. A. 4.1 The initial term of this Agreement shall be two years, beginning on from the Effective DateDate until December 31, 2002, and shall apply to the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 4.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D Sections 4.3 and 4.4 below. B. No earlier 4.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations with regard to the rates, terms, and conditions of a successor interconnection agreement any service arrangement described herein to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement). C. 4.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 4.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local Interconnection and/or Resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements Services herein without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to Interconnect, exchange traffic, provide Resale Services and Network Elements, pursuant to the terms and conditions of this Agreement. D. In 4.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 4.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier McLeodUSA pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to McLeodUSA pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. The initial term of this Agreement shall be two five years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state of Kentucky. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that BellSouth terminates this

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date D. Notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of expiration of this Agreement, or if the Parties continue beyond the expiration date Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier ComScape pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed beginning 2.2 The Parties agree that by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. USC 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of this Agreement shall be two yearsone year, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of South Carolina. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of the initial term of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Sections 2.3.1 and 2.3.2 below, this Agreement shall continue on a month-month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section D 2.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.3.1 USA Video Relay may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. The Parties further agree that Except as set forth in Section 2.3.2 below, notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with 2.3 above, then either Party BellSouth may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. USA Video Relay. In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier USA Video Relay pursuant to the termsrates, terms and conditions and rates set forth in BellSouth's General Subscriber Services Tariff’s then current standard resale stand-alone agreement. In the event that BellSouth’s standard resale stand-alone agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement. 2.3.2 Notwithstanding Section A35, or2.3 above, in the case event that as of North Carolina, the expiration of the initial term of this Agreement the Parties have not entered into a Subsequent Agreement and no arbitration proceeding has been filed in the North Carolinaaccordance with Section

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three and one half (3 1/2) years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state of North Carolina. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations for a new agreement to be effective beginning on the expiration date of a successor interconnection agreement this Agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement). C. If, after 2.3 If within one hundred and thirty-five days (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by for the CommissionSubsequent Agreement pursuant to 47 §U.S.C.252. 2.3.1 Notwithstanding the foregoing and except as set forth in Section 2.4 below, or negotiated by in the Partiesevent that, will be effective retroactive to as of the day following the expiration date of the then current term of this Agreement. D. In the event the initial term expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or in accordance with Section 252 of the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms Act, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier DeltaCom pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariffthen current standard interconnection agreement or DeltaCom may exercise its rights under Section 252(i) of the Act. In the event that BellSouth's standard interconnection agreement becomes effective as between the Parties or DeltaCom adopts another agreement, Section A35the Parties may continue to negotiate a Subsequent Agreement, or, and the terms of such Subsequent Agreement shall be effective as of the effective date stated in the case Subsequent Agreement. 2.4 If an arbitration proceeding has been filed in accordance with Section 252 of North Carolinathe Act and if the Commission does not issue its order prior to the expiration of this Agreement, this Agreement shall be deemed extended on a month-to-month basis until the Subsequent Agreement becomes effective. The terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the North Carolinaexpiration date of this Agreement unless the Parties agree otherwise. Neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement.

Term of the Agreement. A. The initial term of this Agreement shall be two yearsthree years ("Initial Term"), beginning on the above Effective DateDate and shall apply to the State of South Carolina. If If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) subsequent agreement has not been executed by the Parties, this Agreement shall continue on a monthautomatically renew for successive one-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier year periods, unless, not less than one hundred and eighty twenty (180120) days prior to the expiration end of the Initial Term or any renewal term, either Party notifies the other Party of its intent to renegotiate a new agreement. In the event of such renegotiation, this Agreement shall remain in effect until such time that a subsequent agreement becomes effective. K the Parties cease the exchange of traffic, then either Party may provide thirty (30) days written notice and the Parties may mutually agree to terminate this Agreement. TWTC-RHTC Interconnection Agreement Appendix A General Terms and Conditions TERMINATION OF THE AGREEMENT Termination Upon Default Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party; provided however, that 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 or invoke the dispute resolution pursuant to Section 13 within twenty (20) calendar days of receipt of written notice thereof. Default is defined to include: 3.1.1 A Party's refusal or failure in any material respect to properly perform its obligations under this Agreement, either Party may initiate negotiations or the violation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 any of the Act, the Parties shall negotiate the terms, material terms or conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If3.1.2 A Party's assignment of any right, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreementobligation, or if the Parties continue beyond the expiration date duty, in whole or in part, or of any interest, under this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term any consent required under Section 6 of this Agreement. D. In 3.1.3 Notwithstanding the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month termabove, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party RHTC may terminate this Agreement upon sixty if TWTC is more than 30 days past due on any undisputed payment obligation under this Agreement; provided that RHTC notifies TWTC of such default and TWTC does not cure the default within thirty (6030) days prior of receipt of written notice to person designated in contract to receive billing default notices with a copy of the bill attached. Each Party will provide updates to the other PartyParty to its billing contact information contained in Section 26. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on February 21, 2000, and shall apply to the Effective Datestate(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired the parties are negotiating in good faith and this Agreement has have converted the existing agreement to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier BTI pursuant to the terms, conditions and rates set forth in either BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s), Section A35or the then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, orthe Parties may continue to negotiate a Subsequent Agreement, in and the case terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. The initial term of this Agreement shall be two five years, beginning on the Effective DateDate and shall apply to the AT&T Southeast Region 9-State in the state of Louisiana. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party AT&T terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouthAT&T's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that AT&T terminates this Agreement and AT&T provides services as stated above, the Parties may continue to negotiate a

Term of the Agreement. A. The initial term of termof this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the AT&T Southeast Region 9-State in the stateof Alabama. If Notwithstanding any prior agreement of the B. The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either party may request negotiation of a successor agreement by written notice to the other Party. The date of this notice will be thestarting point for the negotiatoi n window under section 252 of the Act. If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. C. If, as of the expiration of this Agreement, a Subsequent Subs equent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect Parties may continue to this negotiate a Subsequent Agreement after expiration shall be or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section D below. B. No earlier than one hundred B above, and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice terms of such request to the other Party. Pursuant to Sections 251 and 252 Subsequent Agreement shall be effective as of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that date as stated in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Subsequent Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a toa month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party AT&T terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer tooffer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouthAT&T's General Subscriber Services TariffTarfif, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that AT&T terminates this Agreement and AT&T provides services as stated above, the Parties may continue to negotiate a Subsequent Agreement, and the terms of such Subsequent Agreement shall be effective as of the date of execution.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Datedate of execution by both Parties and shall apply to the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier CTES pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to CTES pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on and shall apply to the Effective Datestate(s) of , , , , , , , and . If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Oltronics pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Oltronics pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date and shall apply to the BellSouth territory in the states of Alabama, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. If . 2.2 The Parties agree that no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). 2.3 If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.4 If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, and the Parties are not yet in arbitration, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is actively being negotiated. The Parties’ rights negotiated in good faith or alternatively, a timely petition has been filed with the respective Commission and obligations with respect to this the Subsequent Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior is subject to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request respective Commission arbitration pursuant to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted Upon conversion to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreementduring such negotiations, and such negotiations have continued for at least one hundred and sixty (160) days and provided that the Parties have are not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in arbitration, then either Party Party, in its discretion, may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . Notwithstanding the foregoing, the Agreement cannot be terminated prior to 180 days after the original expiration date. In the event that either Party BellSouth terminates this Agreement as provided Section Dherein, BellSouth shall continue to offer provide services to Carrier Comcast Phone pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariffstandard interconnection agreement then in effect and made available to CLECs requesting negotiations pursuant to Section 251 of the Act. If the Parties are actively pursuing good faith negotiations for a Subsequent Agreement or a transition plan from this Agreement, except as expressly provided, neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement. 2.5 In the event that BellSouth’s standard interconnection agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section A352.3 above, orand the terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the expiration date of this Agreement unless the Parties agree otherwise. 2.6 To the extent Comcast Phone is not exchanging traffic with BellSouth, or Comcast Phone has not submitted orders pursuant to this Agreement within one-hundred- eighty (180) days of the Effective Date, BellSouth may at any time terminate this Agreement upon thirty (30) days written notice to Comcast Phone. Additionally, if BellSouth learns that Comcast Phone has ceased doing business in all states covered by this Agreement, BellSouth may immediately terminate this Agreement. For purposes of this section only, BellSouth may rely on the case following sources to identify whether Comcast Phone has ceased doing business in a state: (1) written notice from Comcast Phone stating that Comcast Phone has ceased operations in a state, or (2) any filings, public notices, decisions or orders available from a Commission, the FCC or a court of North Carolina, in the North Carolinacompetent jurisdiction.

Term of the Agreement. A. The initial term of this Agreement shall be two five years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state of Florida. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that BellSouth terminates this Agreement and BellSouth provides services as stated above, the Parties may

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementFebruary 25, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of this This Agreement shall be two yearseffective from the day after it is executed by both parties and shall remain in effect until 11:59 P.M. on June 30, beginning on 2024. It shall be automatically renewed from year to year thereafter unless either party shall notify the Effective Dateother in writing no later than March 1, 2024, that it desires to modify or terminate this Agreement. If as of In the expiration event that such notice is given, negotiations shall begin no later than March 15, 2024, unless otherwise agreed by the parties. Notwithstanding any provision of this Agreement, a Subsequent Article or Agreement (as defined in Section B below) has not been executed by to the Partiescontrary, this Agreement shall continue on remain in full force and effect after the expiration date and until a month-to-month basis while a Subsequent Agreement new agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty reached unless either party gives at least ten (18010) business days prior written notice to the expiration other of its desire to terminate this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written so long as such notice of such request to is provided after the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the stated expiration date of this Agreement. Additionally, it is further agreed that beginning with the 2019-2020 school year, if a property tax freeze or if pension cost shift impacts the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission interventionDistrict’s tax extensions, the terms, conditions and prices ultimately ordered by Board may request that the Commission, or negotiated by Agreement be re-opened for further negotiations. If the Parties, will be effective retroactive parties are unable to successfully conclude the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a monthre-to-month term, and either Party has initiated opened negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon within sixty (60) days of the Board’s request to re- open the Agreement for further negotiations, the Board may elect to notify the Association that the Agreement will terminate at 11:59 p.m. on the day prior notice to the other Party. E. In commencement of the event that either Party terminates following school term based on the District’s school calendar. Executed this 25th day of June, 2019, after ratification by the Association membership and receipt of official approval from the Board. IN WITNESS THEREOF, this Agreement is signed this 25th day of June, 2019. CHICAGO RIDGE EDUCATIONAL BOARD OF EDUCATION SUPPORT STAFF, IEA-NEA CHICAGO RIDGE SCHOOL DISTRICT 127.5 COOK COUNTY, ILLINOIS This Memorandum of Agreement between the Board of Education of Chicago Ridge School District No. 127.5 (“Board”) and the Chicago Ridge Educational Support Staff, IEA-NEA (“XXXXX”) was negotiated between the Board and XXXXX to incorporate into the parties’ current collective bargaining agreement (“Agreement”) for school years 2019-2020 through 2023-2024 the positions of regularly employed full-time and part- time food service workers, including Food Service Floaters and Hostesses, Office Aides, Nurse Aides and Secretaries, as certified in the IELRB Order of Certification issued on August 21, 2019 (Case no. 2020-RS-0002-C). The Board and XXXXX agree as follows: 1. It is agreed that all terms and conditions of the current Agreement shall remain valid and binding, except as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinaherein.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the state of Kentucky. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Section 2.3.2 below, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in In the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements Subsequent Agreement without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.3.1 Except as set forth in Section 2.3.2 below, Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section 2.3 above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinasixty

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be through December 31, 2003 and shall apply to the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. Upon mutual written agreement of the Parties, this Agreement may be renewed for such additional period of time as the Parties may agree. 2.2 The Parties agree that if either Party provides notice of intent to renegotiate no later than one hundred and eighty (180) days prior, and no sooner than two yearshundred and seventy (270) days prior, to the expiration of this Agreement, they shall negotiate as soon as practicable with regard to the terms, conditions and prices of resale and/or local interconnection to be effective beginning on the Effective Dateexpiration date of this Agreement (“Subsequent Agreement”). If as of the expiration of this Agreement, Agreement a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiatednegotiated or arbitrated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) to one hundred and sixty (160) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. 2.4 In those circumstances where a Party has delivered notice pursuant to Section 2.2, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either (i) the Parties are not involved in active good faith negotiations or mediation for a Subsequent Agreement, or (ii) no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section 2.3 above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Level 3 pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Level 3 pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed beginning 2.2 The Parties agree that by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The 2.1 This Agreement will commence upon approval by the Commission and has an initial term of three (3) years. Midcontinent will not seek to exchange traffic under this Agreement shall be two years, beginning on until it has obtained all regulatory authority necessary to provide the Effective Dateservices contemplated hereunder. If as of Midco will provide interconnection services only to Interconnection Customers that hold any required authorizations for the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D belowservices they order. B. No 2.2 The Parties agree that no earlier than one hundred and eighty (180) days and no later than one hundred twenty (120) days prior to the expiration of this Agreement, either Party may initiate negotiations will have the right to request the negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing subsequent agreement. Such requests for renegotiation must be in the form of a written notice of such request to the other PartyParty (“Renegotiation Request”). Pursuant to Sections 251 If a Party requests the negotiation of a subsequent agreement and 252 of the Act, the Parties shall are unable to negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after a subsequent agreement within one hundred and thirty-five (135) days after receipt of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent AgreementRenegotiation Request, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the subsequent agreement pursuant to Section 252 of the Act (47 U.S.C. § 252). The Parties further agree that in During the event pendency of any proceedings initiated by a Party under Section 252 of the Act and until the Commission does not issue issues its order prior decision approving the subsequent agreement resulting from such proceedings, the Parties will continue to provide services to each other pursuant to this Agreement. 2.3 If no Party requests renegotiation, but services continue to be provided beyond the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will shall be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted deemed extended on a month-to-month basis. Upon conversion to a month-to-month term, and either Party has initiated negotiations may terminate this Agreement upon ninety (90) days written notice to the other Party if traffic will no longer be exchanged; provided, however, that this Agreement cannot be terminated prior to ninety (90) days after the original expiration date. 2.4 In the event that services are provided on a month-to-month basis beyond the term of a Subsequent this Agreement, the rates, at ILEC’s option, may be increased to the rates provided by ILEC’s then current Tariffs, price sheets, price catalog or interconnection agreements. ILEC shall continue to offer all services to Midcontinent previously available under this Agreement pursuant to the terms and such negotiations have continued for at least conditions herein provided. 2.5 If the Agreement has not been implemented one hundred and sixty (160) days and year after the Effective Date or if the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or cease the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution exchange of disputed terms traffic then either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . In addition, ILEC reserves the event that either Party terminates right to terminate this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to immediately upon notice from or verification by the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, Midcontinent that it has ceased offering Telecommunications Service in the case Groton exchange of North CarolinaXxxxx Valley. In addition to notice or verification from Midcontinent, ILEC may utilize any publicly available information in concluding that Midcontinent is no longer providing telecommunications in the North CarolinaGroton exchange of Xxxxx Valley or that Midcontinent's authority to provide telecommunications in the Groton exchange of Xxxxx Valley has been revoked or terminated, and immediately terminate this Agreement.

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended.

Term of the Agreement. A. ‌ 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementMarch 29, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of this Agreement shall be two three years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Louisiana. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. If . B. The Parties agree that by no earlier than one hundred and eighty C. If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect Parties may continue to this negotiate a Subsequent Agreement after expiration shall be or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section D belowB above, and the terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. B. No earlier than one hundred and eighty (180) days prior to D. Notwithstanding the foregoing, in the event that as of the date of expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 Agreement and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-month- to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, oras amended from time to time. In the event that BellSouth terminates this Agreement and BellSouth provides services as stated above, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective as of the North Carolinadate of execution.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementMarch 31, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. USC 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of termof this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the AT&T Southeast Region 9-State in the stateof Georgia. If Notwithstanding any prior agreement of the B. The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either party may request negotiation of a successor agreement by written notice to the other Party. The date of this notice will be thestarting point for the negotiatoi n window under section 252 of the Act. If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. C. If, as of the expiration of this Agreement, a Subsequent Subs equent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect Parties may continue to this negotiate a Subsequent Agreement after expiration shall be or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section D below. B. No earlier than one hundred B above, and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice terms of such request to the other Party. Pursuant to Sections 251 and 252 Subsequent Agreement shall be effective as of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that date as stated in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Subsequent Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a toa month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party AT&T terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer tooffer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouthAT&T's General Subscriber Services TariffTarfif, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that AT&T terminates this Agreement and AT&T provides services as stated above, the Parties may continue to negotiate a Subsequent Agreement, and the terms of such Subsequent Agreement shall be effective as of the date of execution.

Term of the Agreement. A. The initial term of this Agreement shall be two (2) years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection Local Interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew Local Interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection Local Interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate Local Interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection Local Interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier AWS pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinaand

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, D. Notwithstanding the foregoing, conditions and prices ultimately ordered by in the Commission, or negotiated by event that after the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or Agreement, the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon one hundred sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinaday

Term of the Agreement. A. (a) The initial term Initial Term of this Agreement shall be two yearsend on June 30, beginning on 2021, upon the Effective Date. If as conclusion of the expiration third forward-looking Annual Rate Period. Unless terminated, the Agreement shall automatically renew for additional three-year terms, subject to the terms of this Agreement. Each Party shall have the right to terminate the Agreement at the end of the Initial Term or at the end of any succeeding term, by providing a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) minimum of 90 days written notice prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 end of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon applicable term. Notwithstanding the termination of this Agreement, Section I-6(d), I-7, and II-17 shall continue in full force and effect. C. If(b) In the event this Agreement is terminated pursuant to Section III-1(a) or otherwise prior to the date upon which TAPS ceases to operate, after one hundred and thirty-five (135) the TAPS Carriers shall file new Interstate Rates at least 30 days prior to the termination of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition such rates to be effective the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252first day after the termination of the Agreement. The Parties further agree that in retain all rights under the event the Commission does not issue its order prior ICA, FERC regulations and precedent and other applicable law with respect to the expiration date new Interstate Rates. To the extent the new Interstate Rates are required to be lowered by FERC, the TAPS Carriers shall pay refunds as directed by FERC consistent with the applicable law governing refunds, including the “last clean rate” (“refund floor”) principle, except that for purposes of determining the “last clean rate” in effect during the Term of this Agreement, the “last clean rate” shall be equal to the Maximum Allowable Interstate Rate in effect during the last Annual Rate Period had that rate been calculated without applying the Net Carryover. Nothing in this section or if the Parties continue beyond the expiration date of in this Agreement requires a TAPS Carrier to negotiate eliminate or increase Interstate Rates that are discounts from the local interconnection arrangements without Commission interventionlevel that the TAPS Carrier could otherwise permissibly charge under applicable FERC regulations and precedent or other applicable law. (c) Upon termination of the Agreement, the termsTAPS Carriers shall calculate and submit to the Non-TAPS Carriers as soon as practicable, conditions but in any event no later than May 1 of the year following the termination, the Net Carryover for the final Annual Rate Period of the Agreement (“Final Net Carryover”). The resulting Final Net Carryover (whether positive or negative), including interest, shall be applied as a surcharge or a sur-credit to the TAPS Carriers’ Interstate Rates in effect at the time the Final Net Carryover is calculated and prices ultimately ordered shall remain in place until the amount collected or credited is equal to the amount of the Final Net Carryover, including interest. The TAPS Carriers will file new rates incorporating the surcharge or sur-credit by the Commissionearlier of (i) 30 days after submitting the Final Net Carryover calculation to the Non-TAPS Parties, or negotiated by (ii) May 31 of the Partiesyear following termination, will be effective retroactive subject to the day following the expiration date right of the then current term Non-TAPS Parties to challenge whether the Final Net Carryover is calculated correctly and includes appropriate inputs consistent with Section II-16 of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The 2.1 This Agreement will commence on the Effective Date and have an initial term of this Agreement shall two (2) years. Parties agree that upon the second signature of execution, network planning, trunk ordering/installation/testing and any other network related setup may commence. The Parties agree that no actual traffic will be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed passed until final approval is granted by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiatedCommission. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No Parties agree that no earlier than one hundred and eighty (180) days and no later than one hundred twenty (120) days prior to the expiration of this Agreement, either Party may initiate negotiations will have the right to request the negotiation of a successor interconnection agreement subsequent agreement. If a Renegotiation Request is not received by a Party, this Agreement shall automatically renew for one (“Subsequent Agreement”1) by providing year terms. Requests for renegotiation must be in the form of a written notice of such request to the other PartyParty ("Renegotiation Request"). Pursuant to Sections 251 If a Party requests the negotiation of a subsequent agreement and 252 of the Act, the Parties shall are unable to negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after a subsequent agreement within one hundred and thirty-five (135) days after receipt of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent AgreementRenegotiation Request, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the subsequent agreement pursuant to Section 252 of the Act (47 U.S.C. U.S.c. § 252). The Parties further agree that in During the event pendency of any proceedings initiated by a Party under Section 252 of the Act and until the Commission does not issue issues its order prior decision approving the subsequent agreement resulting from such proceedings, the Parties will continue to the expiration date of provide services to each other pursuant to this Agreement. If no proceeding is initiated by a Party pursuant to Section 252 of the Act, or if but the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission interventionsubsequent agreement, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted shall be deemed extended on a month-to-month basis. Upon conversion to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty may terminate this Agreement upon thirty (16030) days written notice to the other Party; provided, however, that this Agreement cannot be terminated prior to ninety (90) days after the original expiration date. In the event that ILEC terminates this Agreement as provided above, ILEC shall continue to offer all services to CLEC previously available under this Agreement pursuant to the terms, conditions and rates of ILEC's then current Tariffs and CLEC shall continue to offer all services to ILEC previously available under this Agreement pursuant to the terms, conditions and rates of CLEC's then current Tariffs, rates sheets or applicable contracts. If the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or cease the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution exchange of disputed terms traffic, then either Party may terminate this Agreement upon sixty thirty (6030) days prior notice to the other Partywritten notice. E. 2.2 In the event that either Party terminates this Agreement as provided Section Dexpires, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, except in the case of North Carolinatermination as a result of either Party's default or for termination as otherwise provided herein, in service that had been available under this Agreement and exists as of the North Carolinaend-date may continue uninterrupted after the end-date at the written request of either Party only under the terms of: 2.2.1 A new agreement voluntarily entered into by the Parties, pending approval by the Commission; or 2.2.2 An existing agreement between ILEC and another xxxxxx adopted by CLEC for the remaining term of that agreement.

Term of the Agreement. A. The 2.1 This Agreement will commence upon approval by the Commission and has an initial term of this Agreement shall be two (2) years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No 2.2 The Parties agree that no earlier than one hundred and eighty (180) days and no later than ninety (90) days prior to the expiration of this Agreement, either Party may initiate negotiations will have the right to request the negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing subsequent agreement. Such requests for renegotiation must be in the form of a written notice of such request to the other PartyParty (“Renegotiation Request”). Pursuant to Sections 251 If a Party requests the negotiation of a subsequent agreement and 252 of the Act, the Parties shall are unable to negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after a subsequent agreement within one hundred and thirty-five (135) days after receipt of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent AgreementRenegotiation Request, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the subsequent agreement pursuant to Section 252 of the Act (47 U.S.C. § 252). The Parties further agree that in During the event pendency of any proceedings initiated by a Party under Section 252 of the Act and until the Commission does not issue issues its order prior decision approving the subsequent agreement resulting from such proceedings, the Parties will continue to provide services to each other pursuant to this Agreement. 2.3 If no Party requests renegotiation, but services continue to be provided beyond the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will shall be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted deemed extended on a month-to-month basis. Upon conversion to a month-to-month term, and either Party has initiated negotiations may terminate this Agreement upon ninety (90) days written notice to the other Party if traffic will no longer be exchanged; provided, however, that this Agreement cannot be terminated prior to ninety (90) days after the original expiration date. If ILEC provides notice of termination subject to this Section 2.3, CLEC may request that a Subsequent successor agreement be negotiated and ILEC agrees that the provision of services under this Agreement will continue to be provided to CLEC under the terms of this Agreement until such successor agreement is negotiated and executed. 2.4 In the event that services are provided on a month-to-month basis beyond the term of this Agreement, the rates, at ILEC’s option, may be increased to the rates provided by ILEC’s then current interconnection agreements. CLEC shall continue to offer all services to ILEC previously available under this Agreement pursuant to the terms and such negotiations have continued for conditions herein provided and at least the lesser of the rates herein provided or CLEC’s then current Tariffs, rates sheets or applicable contracts. 2.5 If the Agreement has not been implemented within one hundred and sixty (160) days and year after the Effective Date or if the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or cease the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution exchange of disputed terms traffic then either Party may terminate this Agreement upon sixty ninety (6090) days prior written notice to the other Party. E. . In the event that either Party terminates addition, ILEC may terminate this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to immediately upon notice from or verification by the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, CLEC that it has ceased offering Local Exchange Service in the case of North Carolinastate. In addition to notice or verification from CLEC, ILEC may rely upon any publicly available information in the North Carolinaconcluding that CLEC is no longer providing Local Exchange Service in this state, and immediately terminate this Agreement upon ninety (90) days written notice to CLEC.

Term of the Agreement. A. 1.1 The initial term of this Agreement shall be two years, beginning on as of the Effective Datedate of signature by both Parties and shall apply to the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis at the same terms conditions and prices as those in effect as of the expiration date hereof while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 1.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 1.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 1.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either the parties have not commenced good faith negotiations in a timely manner, no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer interconnection, unbundled network elements and services to Carrier Z-Tel pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariffthen current standard interconnection agreement. The Parties may continue to negotiate a Subsequent Agreement, Section A35, or, in and the case terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date. If as of the expiration of this AgreementJuly 24, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1998. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation of the Subsequent Agreement referred to in 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed beginning 2.2 The Parties agree that by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In . Until the event the initial term of this Subsequent Agreement has expired and this Agreement has converted to a month-to-month termbecomes effective, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier exchange traffic pursuant to the terms, terms and conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinathis Agreement.‌

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementAugust 10, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. USC 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three years, beginning on the Effective Date. If as of the expiration of this AgreementApril 1, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1998. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementJanuary, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties21, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below2000. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. 2.4 Notwithstanding the foregoing, this Agreement may be renewed and extended in three (3) incremental twelve (12) month terms (“Renewal Terms”) on the conditions set forth in this Section 2.4. In order to renew this Agreement at the event the expiration of its initial term or at the expiration of any Renewal Term pursuant to this Agreement has expired and this Agreement has converted Section 2.4, the Party electing to a month-to-month term, and either Party has initiated negotiations renew shall provide written notice of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty its intent to renew (160“Request to Renew”) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant ten (10) months prior to the terms, conditions and rates set forth expiration of such term. The Party receiving the Request to Xxxxx shall respond in BellSouth's General Subscriber Services Tariff, Section A35, writing within thirty (30) days indicating: (i) its agreement to the Renewal Term; or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term This Agreement shall continue in full force and effect with respect to each Portfolio until the earlier of (a) two years form the date this Agreement shall be two yearsis approved by the Trustees, beginning on or (b) the Effective Datefirst meeting of the shareholders of the Portfolio of the Trust after the date hereof. If as approved at such meeting by the affirmative vote of a majority of the expiration of this Agreement, a Subsequent Agreement outstanding voting securities (as defined in Section B below) has not been executed by the PartiesAct), of the Portfolio with respect to such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights in full force and obligations effect with respect to such Portfolio from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement after expiration or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders fail to approve the Agreement as provided herein, the Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder. With respect to each Portfolio, this Agreement may be terminated at any time, without payment of penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as set forth defined in Section D below. B. No earlier the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than one hundred and eighty (180) days prior 30 nor more than 60 days' written notice to the expiration Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of this Agreementany penalty, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing on 90 days' written notice of such request to the other Party. Pursuant to Sections 251 Adviser and 252 of the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, the Parties shall negotiate the termsor after six months' written notice, conditions and prices of local interconnection to become effective upon the whichever is earlier. The termination of this Agreement. C. If, after one hundred and thirty-five Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (135in the manner required by the Act) days shall not affect the continued effectiveness of commencing the negotiation the Parties are unable this Agreement with respect to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252each other Portfolio subject hereto. The Parties further agree that This Agreement shall automatically terminate in the event the Commission does not issue of its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered assignment (as defined by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this AgreementAct). D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementJune 19, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below2000. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. 2.4 Notwithstanding the foregoing, this Agreement may be renewed and extended in three (3) incremental twelve (12) month terms (“Renewal Terms”) on the conditions set forth in this Section 2.4. In order to renew this Agreement at the event the expiration of its initial term or at the expiration of any Renewal Term pursuant to this Agreement has expired and this Agreement has converted Section 2.4, the Party electing to a month-to-month term, and either Party has initiated negotiations renew shall provide written notice of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty its intent to renew (160“Request to Renew”) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant ten (10) months prior to the terms, conditions and rates set forth expiration of such term. The Party receiving the Request to Xxxxx shall respond in BellSouth's General Subscriber Services Tariff, Section A35, writing within thirty (30) days indicating: (i) its agreement to the Renewal Term; or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two three (3) years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Kentucky. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of the initial term of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Sections 2.3.1 and 2.3.2 below, this Agreement shall continue on a month-month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section D 2.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. § 252. 2.3.1 TeraBlue may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. The Parties further agree that Except as set forth in Section 2.3.2 below, notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section 2.3 above, then either Party BellSouth may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. TeraBlue. In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier TeraBlue pursuant to the termsrates, terms and conditions and rates set forth in BellSouth's General Subscriber Services Tariff’s then current standard interconnection agreement. In the event that BellSouth’s standard interconnection agreement becomes effective between the Parties, Section A35, or, in the case of North Carolina, in the North CarolinaParties may continue to negotiate a Subsequent Agreement.

Term of the Agreement. A. The initial term of this Agreement shall be two three years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Kentucky. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. If . B. The Parties agree that by no earlier than one hundred and eighty C. If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect Parties may continue to this negotiate a Subsequent Agreement after expiration shall be or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section D belowB above, and the terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. B. No earlier than one hundred and eighty (180) days prior to D. Notwithstanding the foregoing, in the event that as of the date of expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 Agreement and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-month- to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, oras amended from time to time. In the event that BellSouth terminates this Agreement and BellSouth provides services as stated above, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective as of the North Carolinadate of execution.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on as of the Effective DateDate and shall apply to the state(s) of Alabama, Florida, and Georgia. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier InterCept pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to InterCept pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on April 27, 2000 and shall apply to the Effective Datestate of Kentucky. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Xxxxxxx pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Xxxxxxx pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 1.1 The initial term of this Agreement shall be two years, beginning on February 7, 2000 and shall apply to the Effective Datestate(s) of Kentucky, Mississippi and South Carolina. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 1.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 1.4 below. B. No earlier 1.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection resale to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 1.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 1.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 1.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 1.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Intermedia pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Intermedia pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementApril 13, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1998. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 1.1 The initial term of this Agreement shall be two three (3) years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Tennessee. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 1.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of the initial term of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Sections 1.3.1 and 1.3.2 below, this Agreement shall continue on a month-month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section D 1.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 1.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 1.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. § 252. 1.3.1 <customer_short_name>> may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. The Parties further agree that Except as set forth in Section 1.3.2 below, notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section 1.3 above, then either Party BellSouth may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinasixty

Term of the Agreement. A. The initial term of this Agreement shall be two yearsthree years ("Initial Term"), beginning on the above Effective DateDate and shall apply to the State of South Carolina. If If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) subsequent agreement has not been executed by the Parties, this Agreement shall continue on a monthautomatically renew for successive one-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier year periods, unless, not less than one hundred and eighty twenty (180120) days prior to the expiration end of the Initial Term or any renewal term, either Party notifies the other Party of its intent to renegotiate a new agreement. In the event of such renegotiation, this Agreement shall remain in effect until such time that a subsequent agreement becomes effective. If the Parties cease the exchange of traffic, then either Party may provide thirty (30) days written notice and the Parties may mutually agree to terminate this Agreement. TWTC-RHTC Interconnection Agreement Appendix A General Tenrrs and Conditions TERMINATION OF THE AGREEMENT Termination Upon Default Either Party may terminate this Agreement in whole or in part in the event of a default by the other Party; provided however, that 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 or invoke the dispute resolution pursuant to Section 13 within twenty (20) calendar days of receipt of written notice thereof. Default is defined to include: 3.1.1 A Party's refusal or failure in any material respect to properly perform its obligations under this Agreement, either Party may initiate negotiations or the violation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 any of the Act, the Parties shall negotiate the terms, material terms or conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If3.1.2 A Party's assignment of any right, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreementobligation, or if the Parties continue beyond the expiration date duty, in whole or in part, or of any interest, under this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term any consent required under Section 6 of this Agreement. D. In 3.1.3 Notwithstanding the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month termabove, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party RHTC may terminate this Agreement upon sixty if TWTC is more than 30 days past due on any undisputed payment obligation under this Agreement; provided that RHTC notifies TWTC of such default and TWTC does not cure the default within thirty (6030) days prior of receipt of written notice to person designated in contract to receive billing default notices with a copy of the bill attached. Each Party will provide updates to the other PartyParty to :its billing contact information contained in Section 26. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two five (5) years, beginning on the Effective Date and shall apply to the AT&T Southeast Region 9-State in the state of Kentucky. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred eighty (180) days prior to the expiration of the initial term of this Agreement, the Parties shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Sections 2.3.1 and 2.3.2 below, this Agreement shall continue on a month-month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section D 2.3 below. B. No earlier than 2.3 If, within one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. § 252. 2.3.1 Serenity may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. The Parties further agree that Except as set forth in Section 2.3.2 below, notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section 2.3 above, then either Party AT&T may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. Serenity. In the event that either Party AT&T terminates this Agreement as provided Section Dabove, BellSouth AT&T shall continue to offer services to Carrier Serenity pursuant to the termsrates, terms and conditions and rates set forth in BellSouth's General Subscriber Services TariffAT&T’s then current standard interconnection agreement. In the event that AT&T’s standard interconnection agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement. 2.3.2 Notwithstanding Section A35, or2.2 above, in the case event that as of North Carolinathe expiration of the initial term of this Agreement the Parties have not entered into a Subsequent Agreement and no arbitration proceeding has been filed in accordance with Section 2.3 above and AT&T is not providing any services under this Agreement as of the date of expiration of the initial term of this Agreement, then this Agreement shall not continue on a month-to-month basis but shall be deemed terminated as of the expiration date hereof. 2.4 If, at any time during the term of this Agreement, AT&T is unable to contact Serenity pursuant to the Notices provision hereof or any other contact information provided by Serenity under this Agreement, and there are no active services being provisioned under this Agreement, then AT&T may, at its discretion, terminate this Agreement, without any liability whatsoever, upon sending of notification to Serenity pursuant to the Notices section hereof. Furthermore, if after eighteen (18) months following the Effective Date of this Agreement Serenity has no active services pursuant to this Agreement, AT&T may terminate this Agreement, without any liability to AT&T, upon notification to Serenity pursuant to the Notices section hereof. 2.5 In addition to as otherwise set forth in this Agreement, AT&T reserves the right to suspend access to ordering systems, refuse to process additional or pending applications for service, or terminate service in the North Carolinaevent of prohibited, unlawful or improper use of AT&T’s facilities or service, abuse of AT&T’s facilities or any other material breach of this Agreement, and all monies owed on all outstanding invoices shall become due. In such event, Serenity is solely responsible for notifying its customers of any discontinuance of service.

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that interconnection D. Notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of expiration of this Agreement, or if the Parties continue beyond the expiration date Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended, or such successor tariff, or in the case of North Carolina, successor agreement, as in either case may be on file and approved by the North Carolina Public Utility Commission.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on September 1, 1999, and shall apply to the Effective Datestate(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier toComm South pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services toComm South pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. The 2.1 This Agreement will commence upon approval by the Commission and has an initial term of this Agreement shall be two three (3) years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No 2.2 The Parties agree that no earlier than one two hundred ten (210) days and eighty no later than ninety (18090) days prior to the expiration of this Agreement, either Party may initiate negotiations will have the right to request the negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing subsequent agreement. Such requests for renegotiation must be in the form of a written notice of such request to the other PartyParty (“Renegotiation Request”). Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing If a Party requests the negotiation of a subsequent agreement and the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either subsequent agreement prior to the end of the term. Either Party may petition institute the Dispute resolution process to resolve the remaining open issues in the new agreement. During the pendency of any dispute resolution initiated by a Party and until the Commission issues its decision approving the subsequent agreement resulting from such proceedings, the Parties will continue to establish appropriate local interconnection arrangements provide services to each other pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior this Agreement. 2.3 If no Party requests renegotiation, but services continue to be provided beyond the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will shall be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted deemed extended on a month-to-month basis. Upon conversion to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty thirty (6030) days prior written notice to the other Party; provided, however, that this Agreement cannot be terminated prior to ninety (90) days after the original expiration date. E. 2.4 In the event that either Party terminates services are provided on a month-to-month basis beyond the term of this Agreement as Agreement, the rates, at UBET’s option, may be increased to the rates provided Section D, BellSouth by UBET’s then current Tariffs. Bresnan shall continue to offer all services to Carrier UBET previously available under this Agreement pursuant to the termsterms and conditions herein provided and at the lesser of the rates herein provided or Bresnan’s then current Tariffs, conditions rates sheets or applicable contracts which have been reviewed and rates set forth in BellSouth's General Subscriber Services Tariffapproved by the PSC. 2.5 If the Agreement has not been implemented 180 days after the Effective Date or if the Parties cease the exchange of traffic then UBET may terminate this Agreement upon thirty (30) days written notice to Bresnan. In addition, Section A35, or, UBET reserves the right to terminate this Agreement immediately upon ten (10) days notice from or verification by the Bresnan that it has ceased offering Local Exchange Service in the case of North Carolinastate. In addition to notice or verification from Bresnan, UBET may utilize any publicly available information in the North Carolinaconcluding that Bresnan is no longer providing Local Exchange Service in this state, and immediately terminate this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two yearssix months, beginning on January 20, 1999. Either Party may terminate the Effective Date. If as of Agreement with or without cause prior to the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D belowdate cause upon 30 days written notification. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (18060) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on and shall apply to the Effective Datestate(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Pathnet pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Pathnet pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two five years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Kentucky. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 2.2 The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of the initial term of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, then except as set forth in Sections 2.3.1 and 2.3.2 below, this Agreement shall continue on a month-month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section D 2.3 below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.3.1 TWTC may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. The Parties further agree that Except as set forth in Section 2.3.2 below, notwithstanding the foregoing, in the event that as of the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with 2.3 above, then either Party BellSouth may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. TWTC. In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier TWTC pursuant to the termsrates, terms and conditions and rates set forth in BellSouth's General Subscriber Services Tariff’s then current standard interconnection agreement. In the event that BellSouth’s standard interconnection agreement becomes effective between the Parties, Section A35, or, in the case of North Carolina, in the North CarolinaParties shall continue to negotiate a Subsequent Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementFebruary 26, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementJuly 30, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 10.1. This agreement is entered into from the moment this User Agreement has been concluded and will remain effective for an indefinite period after a possible agreed trial period. The initial term of this Agreement shall be two years, beginning on agreement ends when: ⎼ Before the Effective Date. If as end of the expiration trial period, the Company does not confirm to A New Spring that the Agreement should be continued; or ⎼ The Company terminates the agreement in writing after the start of this Agreementthe indefinite time period, a Subsequent Agreement (as defined whereby the agreement continues until the last already activated license has expired; ⎼ A New Spring, after entering the indefinite time period, terminates the agreement in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations writing with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate negotiations due observance of a successor interconnection notice period of 12 months, whereby the agreement will continue after this period until the last licence has expired, however the Company cannot purchase any more licences or issue any new licences from the date of termination (“Subsequent Agreement”) by providing twelve months after written notice of such request termination). 10.2. Both the Company and A New Spring may terminate this agreement immediately and without notice or judicial intervention being necessary, in whole or in part, for the future if: ⎼ the counter party applies for or is granted a moratorium; ⎼ the counter party files for bankruptcy or is declared bankrupt; ⎼ the counter party, also following a reasonable period after written notice, fails to comply with its obligations under this agreement; ⎼ the other Partycounter party fails to meet its obligations for a period of more than fourteen days due to force majeure (not including an inability to fulfil payment obligations). 10.3. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the Upon termination of this Agreementagreement, regardless of the reason, A New Spring is entitled to delete or make inaccessible all Client Content and to close all accounts. In this case A New Spring is not obliged to provide the Company with a copy of Client Content, however it will keep the option referred to in Article 6.6 available up to and including the last day of the term of the agreement. C. If10.4. Purchased but unused licences as well as partially spent licences will not be refunded, after one hundred and thirty-five (135) days unless the agreement is terminated due to an attributable failure on the part of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this AgreementA New Spring. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term This Agreement shall continue in full force and effect with respect to each Portfolio until the earlier of (a) two years from the date this Agreement shall be two yearsis approved by the Trustees, beginning on or (b) the Effective Datefirst meeting of the shareholders of the Portfolio of the Trust after the date hereof. If as approved at such meeting by the affirmative vote of a majority of the expiration of this Agreement, a Subsequent Agreement outstanding voting securities (as defined in Section B below) has not been executed by the PartiesAct), of the Portfolio with respect to such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights in full force and obligations effect with respect to such Portfolio from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement after expiration or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders fail to approve the Agreement as provided herein, the Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder. With respect to each Portfolio, this Agreement may be terminated at any time, without payment of penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as set forth defined in Section D below. B. No earlier the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than one hundred and eighty (180) days prior 30 nor more than 60 days' written notice to the expiration Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of this Agreementany penalty, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing on 90 days' written notice of such request to the other Party. Pursuant to Sections 251 Adviser and 252 of the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, the Parties shall negotiate the termsor after six months' written notice, conditions and prices of local interconnection to become effective upon the whichever is earlier. The termination of this Agreement. C. If, after one hundred and thirty-five Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (135in the manner required by the Act) days shall not affect the continued effectiveness of commencing the negotiation the Parties are unable this Agreement with respect to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252each other Portfolio subject hereto. The Parties further agree that This Agreement shall automatically terminate in the event the Commission does not issue of its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered assignment (as defined by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this AgreementAct). D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state of Kentucky. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that BellSouth terminates this

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on January 18, 2000 and shall apply to the Effective Datestate(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Max-Tel pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Max-Tel pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. The 2.1. This Agreement will commence upon approval by the Commission and has an initial term of this Agreement shall be two three (3) years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. 2.2. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No Parties agree that no earlier than one hundred and eighty (180) days and no later than one hundred twenty (120) days prior to the expiration of this Agreement, either Party may initiate negotiations will have the right to request the negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing subsequent agreement. Such requests for renegotiation must be in the form of a written notice of such request to the other PartyParty (“Renegotiation Request”). Pursuant to Sections 251 If a Party requests the negotiation of a subsequent agreement and 252 of the Act, the Parties shall are unable to negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after a subsequent agreement within one hundred and thirty-five (135) days after receipt of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent AgreementRenegotiation Request, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the subsequent agreement pursuant to Section 252 of the Act (47 U.S.C. § 252). The Parties further agree that in During the event pendency of any proceedings initiated by a Party under Section 252 of the Act and until the Commission does not issue issues its order prior decision approving the subsequent agreement resulting from such proceedings, the Parties will continue to provide services to each other pursuant to this Agreement. 2.3. If no Party requests renegotiation, but services continue to be provided beyond the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will shall be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted deemed extended on a month-to-month basis. Upon conversion to a month-to-month term, and either Party has initiated negotiations may terminate this Agreement upon ninety (90) days written notice to the other Party if traffic will no longer be exchanged; provided, however, that this Agreement cannot be terminated prior to ninety (90) days after the original expiration date. If traffic will continue to be exchanged after termination, the Parties shall provide 120 days’ notice to renegotiate terms of a Subsequent new agreement. 2.4. In the event that services are provided on a month-to-month basis beyond the original term of this Agreement, the rates, at ILEC’s option, may be increased to the rates provided by ILEC’s then current Tariffs, price sheets, price catalog or interconnection agreements. ILEC shall continue to offer all services to CLEC previously available under this Agreement pursuant to the terms and such negotiations have continued for at least conditions herein provided. 2.5. If the Agreement has not been implemented one hundred and sixty (160) days and year after the Effective Date or if the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or cease the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution exchange of disputed terms traffic then either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . In addition, ILEC reserves the event that either Party terminates right to terminate this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to immediately upon notice from or verification by the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, CLEC that it has ceased offering Local Exchange Service in the case Valley exchange of North CarolinaIpswich. In addition to notice or verification from CLEC, ILEC may utilize any publicly available information in the North Carolinaconcluding that CLEC is no longer providing local telecommunications in Valley’s Ipswich exchange, and immediately terminate this Agreement.

Term of the Agreement. A. 5.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If commence as of the expiration Effective Date and shall continue for the longer of this Agreement, (a) a Subsequent Agreement period of twelve months or (b) the time period for which the administrative fees are guaranteed as defined listed in Section Exhibit B below) has not been executed by (the Parties, this “Initial Term”). This Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights automatically renew for another twelve (12) months at the end of the Initial Term and obligations with respect to this Agreement after expiration shall be as set forth every twelve (12) months thereafter, unless terminated in Section D below. B. No earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, writing by either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon within sixty (60) days prior to the end of the Initial Term or prior to the end of any subsequent twelve (12) month term. Notwithstanding the foregoing, DBI reserves the right to increase fees at any time that are caused by Federal postal rate increases, increases in bank fees, or that are due to Federal legislative changes affecting COBRA. DBI reserves the right to increase fees due to the provision of additional services to the Employer by DBI that were not included in or contemplated by this Agreement on the Effective Date. 5.2 Employer shall pay all charges that have accrued up to the date of the termination within thirty (30) days after the date of the termination. 5.3 This Agreement may be terminated at any time by either party without cause and without liability, by written notice of intention to terminate given to the other party, to be effective as of a date certain set forth in the written notice, which shall not be less than sixty (60) days from the date of such notice. 5.4 Upon termination of this Agreement, any funds in the Custodial Account that have not been disbursed to the insurance companies in accordance with the terms and conditions of this Agreement shall be returned to Employer (minus any applicable fees or other costs as set forth in this Agreement). 5.5 The Agreement shall automatically terminate: (a) If any law is enacted or interpreted to prohibit the continuance of this Agreement, upon the effective date of such law or interpretation; or (b) If any administrative fee for any service provided by DBI to Employer remains unpaid to DBI beyond thirty (30) days past the due date, upon notification by DBI to the Employer in writing that DBI intends to exercise its option to enforce this provision. If either Party is in default under any provision of this Agreement, the other Party may give written notice to the other PartyParty of such default. If the defaulting Party has not used good faith efforts to cure such breach or default within thirty (30) days after it receives such notice, or if good faith efforts to cure have begun within thirty (30) days but such cure is not completed within sixty (60) days after receipt of the notice, the other Party shall have the right by further written notice (the “Termination Notice”) to terminate the Agreement as of any future date designated in the Termination Notice. E. In the event that either Party terminates 5.6 When this Agreement as provided Section Dis terminated under Sections 5.1, BellSouth 5.3 or 5.5, DBI will immediately cease the performance of any further services under this Agreement unless both Parties agree that DBI shall continue performing services during any post- 5.7 Upon the completion of the later of the Agreement, or any agreed-upon “run-out period,” DBI will cease providing COBRA administration services, and the Employer shall be immediately responsible for all aspects of COBRA administration. DBI shall also return any Employer Funds in the Custodial Account. However, the return of such funds shall remain subject to offer services the completion of a final accounting of all account activities, as well as the deduction of applicable unpaid fees and other expenses under this Agreement or any other agreement between the parties. If necessary, DBI shall have the immediate right to Carrier demand and pursue collection of any unpaid fees, reimbursements or other amounts that are due and owing to DBI as of the date of termination pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in terms of this Agreement or any other agreement between the case of North Carolina, in the North Carolinaparties.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementJune 21, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below. B. No earlier The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section B above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date D. Notwithstanding the foregoing, in the event that after the Commission does not issue its order prior to the expiration date of expiration of this Agreement, or if the Parties continue beyond the expiration date Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement Agreement, the one hundred sixty day (160) period for arbitration prescribed by 47 U.S.C. 252 (b)(1) has expired and either no arbitration petition proceeding has been filed in accordance with Section C above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended.

Term of the Agreement. A. The initial term of this Agreement shall be two five years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state of Alabama. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaCarolina Connection and Traffic Interchange Agreement effective June 30, 1994, as amended from time to time. In the event that BellSouth terminates this

Term of the Agreement. A. The initial term of this Agreement shall be two three years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state(s) of Alabama, Kentucky, Louisiana, Mississippi and Tennessee. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to . C. If, as of the expiration date of this Agreement, a Subsequent Agreement has not been executed by the Parties, this Agreement shall continue on a month-to- month basis while a Subsequent Agreement is being negotiated. The Parties may continue to negotiate a Subsequent Agreement or if arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section B above, and the Parties continue beyond terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. D. Notwithstanding the foregoing, in the event that as of the date of expiration date of this Agreement and conversion of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-to- month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1. This Agreement shall become effective (the “Effective Date”) upon final approval by the Department. 2.2. The Parties agree to the provisions of this Agreement for an initial term of this Agreement shall be two years, beginning on (2) years from the Effective Date. If as of the expiration Date of this Agreement, and thereafter on a Subsequent Agreement (as defined in Section B below) has not been executed by month to month basis, unless terminated or modified pursuant to the Parties, terms and conditions of this Agreement. 2.3. Either Party may request for this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiatedto be extended upon the expiration of the initial two (2) year term or upon any subsequent termination of this Agreement. The Parties’ rights and obligations with respect Party desiring extension shall provide written notice to this Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty the other Party at least three (1803) days months prior to the expiration of this Agreementdate. If such request is made by ILEC, either Party may initiate negotiations of a successor such notice shall contain the new interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon the termination of this Agreement. C. If. If such request is made by CLEC, after one hundred and thirty-five not later than thirty (13530) days from receipt of commencing said notice, ILEC shall send CLEC the negotiation new interconnection agreement to be effective upon the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date termination of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of except in cases in which this Agreement has expired been terminated for Default pursuant to Section 3 below or has been terminated for any reason not prohibited by law pursuant to Section 2.5. The new interconnection agreement shall be referred to as the “Subsequent Agreement.” 2.4. If the Subsequent Agreement is not acceptable to CLEC after ILEC has considered any comments from CLEC and made such changes as ILEC deems appropriate, this Agreement has converted shall continue in force until terminated pursuant to a month-to-month the next sub- paragraph. 2.5. After completion of the two (2) year term, and this Agreement may be terminated by either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least any reason not prohibited by law upon one hundred and sixty twenty (160120) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior written notice to the other Party, which notice may be given at any time. E. In 2.6. Upon termination of this Agreement, and no acceptance by CLEC of the event that either Party terminates this Agreement as provided Section DSubsequent Agreement, BellSouth ILEC shall continue to offer services to Carrier CLEC pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services ILEC’s then current standard interconnection agreement or pursuant to any applicable Tariff. In the event that ILEC’s standard interconnection agreement becomes effective as between the Parties, Section A35if CLEC subsequently accepts the Subsequent Agreement offered by ILEC pursuant to paragraph 2.3, orabove, in or is otherwise offered by ILEC to CLEC, the case terms of North Carolina, in such Subsequent Agreement shall be effective as of the North Carolinadate it is accepted by CLEC.

Term of the Agreement. A. 4.1 The initial term of this Agreement shall be two (2) years, beginning on the Effective Dateeffective Date and shall apply to the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 4.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D Sections 4.3 and 4.4 below. B. No earlier 4.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations with regard to the rates, terms, and conditions of a successor interconnection agreement any service arrangement described herein to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement). C. 4.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 4.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local Interconnection and/or Resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements Services herein without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to Interconnect, exchange traffic, provide Resale Services and Network Elements, pursuant to the terms and conditions of this Agreement. D. In 4.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 4.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier PaeTec pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to PaeTec pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. The initial term This Agreement shall continue in full force and effect with respect to each Portfolio until the 48 earlier of (a) two years from the date this Agreement shall be two yearsis approved by the Trustees, beginning on or (b) the Effective Datefirst meeting of the shareholders of the Portfolio of the Trust after the date hereof. If as approved at such meeting by the affirmative vote of a majority of the expiration of this Agreement, a Subsequent Agreement outstanding voting securities (as defined in Section B below) has not been executed by the PartiesAct), of the Portfolio with respect to such Portfolio, voting separately from any other series of the Trust, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights in full force and obligations effect with respect to such Portfolio from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement after expiration or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust, provided, however, that if the shareholders fail to approve the Agreement as provided herein, the Subadviser may continue to serve hereunder in the manner and to the extent permitted by the Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the Act and the rules and regulations thereunder. With respect to each Portfolio, this Agreement may be terminated at any time, without payment of penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as set forth defined in Section D below. B. No earlier the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than one hundred and eighty (180) days prior 30 nor more than 60 days' written notice to the expiration Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of this Agreementany penalty, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing on 90 days' written notice of such request to the other Party. Pursuant to Sections 251 Adviser and 252 of the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, the Parties shall negotiate the termsor after six months' written notice, conditions and prices of local interconnection to become effective upon the whichever is earlier. The termination of this Agreement. C. If, after one hundred and thirty-five Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (135in the manner required by the Act) days shall not affect the continued effectiveness of commencing the negotiation the Parties are unable this Agreement with respect to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252each other Portfolio subject hereto. The Parties further agree that This Agreement shall automatically terminate in the event the Commission does not issue of its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered assignment (as defined by the Commission, or negotiated by the Parties, Act). This Agreement will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may also terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In in the event that either Party terminates this the Advisory Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to by and between the terms, conditions Trust and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North CarolinaAdviser is terminated.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementApril 8, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1998. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In . Until the event the initial term of this Subsequent Agreement has expired and this Agreement has converted to a month-to-month termbecomes effective, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier exchange traffic pursuant to the terms, terms and conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolinathis Agreement.‌

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on the Effective Date. If as of the expiration of this AgreementJuly 8, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D below1999. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). The Parties further agree that any such Subsequent Agreement shall be for a term of no less than two (2) years unless the Parties agree otherwise. C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2, above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of this Agreement. Until the then current term Subsequent Agreement becomes effective, the Parties shall continue to exchange traffic pursuant to the terms and conditions of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. In the event that either Party terminates this Agreement as provided Section D, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services Tariff, Section A35, or, in the case of North Carolina, in the North Carolina

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on May 17 , 2000 and shall apply to the Effective Datestates of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. USC 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Money To Go pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Money To Go pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall begin on the Effective Date and shall terminate on September 24, 2008, and shall apply to the AT&T territory in the state of Alabama. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be two yearsapplied retroactively prior to the Effective Date. 2.2 The Parties agree that no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the Effective Date. If expiration date of this Agreement (“Subsequent Agreement”). 2.3 If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.4 If, as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, and the Parties are not yet in arbitration, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is actively being negotiated. The Parties’ rights negotiated in good faith or alternatively, a timely petition has been filed with the respective Commission and obligations with respect to this the Subsequent Agreement after expiration shall be as set forth in Section D below. B. No earlier than one hundred and eighty (180) days prior is subject to the expiration of this Agreement, either Party may initiate negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request respective Commission arbitration pursuant to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. If, after one hundred and thirty-five (135) days of commencing the negotiation the Parties are unable to satisfactorily negotiate a Subsequent Agreement, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted Upon conversion to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreementduring such negotiations, and such negotiations have continued for at least one hundred and sixty (160) days and provided that the Parties have are not entered into a Subsequent Agreement and either no arbitration petition has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in arbitration, then either Party Party, in its discretion, may terminate this Agreement upon sixty (60) days prior written notice to the other Party. E. . Notwithstanding the foregoing, the Agreement cannot be terminated prior to 180 days after the original expiration date. In the event that either Party AT&T terminates this Agreement as provided Section Dherein, BellSouth AT&T shall continue to offer provide services to Carrier BHN pursuant to the terms, conditions and rates set forth in BellSouthAT&T's General Subscriber Services Tariffstandard interconnection agreement then in effect and made available to CLECs requesting negotiations pursuant to Section 251 of the Act. If the Parties are actively pursuing good faith negotiations for a Subsequent Agreement or a transition plan from this Agreement, except as expressly provided, neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement. 2.5 In the event that AT&T’s standard interconnection agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section A352.3 above, orand the terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the expiration date of this Agreement unless the Parties agree otherwise. 2.6 To the extent BHN is not exchanging traffic with AT&T, in or BHN has not submitted orders pursuant to this Agreement within one-hundred-eighty (180) days of the case of North CarolinaEffective Date, in the North CarolinaAT&T may at any time terminate this Agreement upon thirty

Term of the Agreement. A. The initial term of this Agreement shall be two (2) years, beginning on the Effective DateDate and shall apply to the BellSouth territory in the state(s) of Alabama and Mississippi. If as Notwithstanding any prior agreement of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B below) has not been executed by the Parties, the rates, terms and conditions of this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect not be applied retroactively prior to this Agreement after expiration shall be as set forth in Section D belowthe Effective Date. B. No The Parties agree that by no earlier than one hundred and eighty (180) days prior to the expiration of this AgreementAgreement or at any time after the Agreement is renewed for a subsequent term as set forth in this Section B, either Party party may initiate negotiations request negotiation of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request to the other Party. Pursuant to Sections 251 and The date of this notice will be the starting point for the negotiation window under section 252 of the Act, the Parties shall negotiate the terms, conditions and prices of local interconnection to become effective upon the termination of this Agreement. C. . If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in this Section B, the Parties are unable to satisfactorily negotiate a Subsequent Agreementunable C. If, either Party may petition the Commission to establish appropriate local interconnection arrangements pursuant to 47 U.S.C. 252. The Parties further agree that in the event the Commission does not issue its order prior to as of the expiration date of the term of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated a subsequent agreement has not been executed by the Parties, will this Agreement shall continue in effect while a subsequent agreement is being negotiated. The Parties may continue to negotiate a subsequent agreement or arbitrate disputed issues to reach a subsequent agreement as set forth in Section B above, and the terms of such subsequent agreement shall be effective retroactive to as of the day following effective date as stated in the expiration subsequent agreement. D. Notwithstanding the foregoing, in the event that as of the date of the then current term expiration of this Agreement. D. In the event the initial term of this Agreement has expired and this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement subsequent agreement and either no arbitration petition proceeding has been filed or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed terms in accordance with Section B above, then either Party may terminate this Agreement upon sixty ninety (6090) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier pursuant to the terms, conditions and rates set forth in BellSouth's ’s General Subscriber Services Tariff, Section A35, oras amended from time-to-time. In the event that BellSouth terminates this Agreement and BellSouth provides services as stated above, the Parties may continue to negotiate a subsequent agreement, and the terms of such subsequent agreement shall be effective as stated in the case of North Carolina, in the North Carolinasubsequent agreement.

Term of the Agreement. A. 2.1 The initial term of this Agreement shall be two years, beginning on July 14 , 2000 and shall apply to the Effective Datestates of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. If as of the expiration of this Agreement, a Subsequent Agreement (as defined in Section B 2.2 below) has not been executed by the Parties, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section D 2.4 below. B. No earlier 2.2 The Parties agree that by no later than one hundred and eighty (180) days prior to the expiration of this Agreement, either Party may initiate they shall commence negotiations of a successor interconnection agreement (“Subsequent Agreement”) by providing written notice of such request with regard to the other Party. Pursuant to Sections 251 and 252 of the Act, the Parties shall negotiate the terms, conditions and prices of resale and/or local interconnection to become be effective upon beginning on the termination expiration date of this Agreement (“Subsequent Agreement”). C. 2.3 If, after within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to satisfactorily negotiate a Subsequent Agreementnew resale and/or local interconnection terms, conditions and prices, either Party may petition the Commission to establish appropriate local interconnection and/or resale arrangements pursuant to 47 U.S.C. USC 252. The Parties agree that, in such event, they shall encourage the Commission to issue its order regarding the appropriate local interconnection and/or resale arrangements no later than the expiration date of this Agreement. The Parties further agree that in the event the Commission does not issue its order prior to the expiration date of this Agreement, or if the Parties continue beyond the expiration date of this Agreement to negotiate the local interconnection and/or resale arrangements without Commission intervention, the terms, conditions and prices ultimately ordered by the Commission, or negotiated by the Parties, will be effective retroactive to the day following the expiration date of the then current term of this Agreement. D. In 2.4 Notwithstanding the foregoing, in the event that as of the initial term date of expiration of this Agreement has expired and conversion of this Agreement has converted to a month-to-month term, and either Party has initiated negotiations of a Subsequent Agreement, and such negotiations have continued for at least one hundred and sixty (160) days and the Parties have not entered into a Subsequent Agreement and either no arbitration petition proceeding has been filed in accordance with Section 2.3 above, or the Parties have not mutually agreed (where permissible) to extend the arbitration window for petitioning the applicable Commission(s) for resolution of disputed those terms upon which the Parties have not agreed, then either Party may terminate this Agreement upon sixty (60) days prior notice to the other Party. E. . In the event that either Party BellSouth terminates this Agreement as provided Section Dabove, BellSouth shall continue to offer services to Carrier Lightyear pursuant to the terms, conditions and rates set forth in BellSouth's General Subscriber Services TariffStatement of Generally Available Terms (SGAT) to the extent an SGAT has been approved by the applicable Commission(s). If any state Commission has not approved a BellSouth SGAT, Section A35then upon BellSouth's termination of this Agreement as provided herein, orBellSouth will continue to provide services to Lightyear pursuant to BellSouth's then current standard interconnection agreement. In the event that the SGAT or BellSouth's standard interconnection agreement becomes effective as between the Parties, in the case Parties may continue to negotiate a Subsequent Agreement, and the terms of North Carolina, in such Subsequent Agreement shall be effective retroactive to the North Carolinaday following expiration of this Agreement.